BHP Billiton Diamonds Inc. to acquire Anglo Potash Ltd.

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[{"type":"text","content":"\n\n\n\nCALGARY and TORONTO, May 12 /CNW/ - Anglo Potash Ltd. (TSXV: AGP) ("Anglo\nPotash") and BHP Billiton Diamonds Inc. ("BHP Billiton") are pleased to\nannounce that they have entered into a definitive agreement whereby BHP\nBilliton will offer to acquire all of the issued and outstanding common shares\nof Anglo Potash at a price of $8.15 cash per common share. The total equity\nvalue of the transaction is approximately $284 million on a fully-diluted\nbasis. All amounts are in Canadian dollars.\n\n\nThe $8.15 per share cash consideration represents a 34% premium over the\nclosing price of the common shares on the TSX Venture Exchange on May 9, 2008\nand a 36% premium based on the volume weighted average price of the common\nshares over the 60 trading days prior to May 12, 2008.\n\n\nAnglo Potash's Board of Directors has unanimously approved the\nacquisition and recommends that shareholders vote their shares in favour of\nthe transaction, following receipt of a fairness opinion from its financial\nadvisor.\n\n\nThe transaction is to be completed by way of a statutory plan of\narrangement and will be subject to the approval of 66 2/3% of the votes cast\nby Anglo Potash's securityholders and a simple majority of the votes cast by\nthe shareholders (other than BHP Billiton and its related parties) at a\nspecial meeting, which is currently anticipated to take place in July 2008.\nThe acquisition will also require court approval. If Anglo Potash's\nsecurityholders approve the acquisition and the requisite court approval is\nobtained, the closing is expected to take place in July, 2008. The information\ncircular for the acquisition is expected to be mailed to Anglo Potash's\nsecurityholders later in this month.\n\n\nTodd Montgomery, Anglo Potash's President and Chief Executive Officer and\na director, and the other directors of Anglo Potash, Brent Walter, Randal\nLudwar, Corey Giasson and Joseph Montgomery have entered into a lock-up\nagreement with BHP Billiton under which they will irrevocably vote\napproximately 26% of Anglo Potash's outstanding common shares (including\nshares to be issued upon exercise of outstanding vested options) in favour of\nthe transaction. The directors have agreed to exercise their vested options to\nvote the underlying shares in favour of the transaction. The lock-up agreement\nal...

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