Mosaic Company (the) · NYSE:MOS
Mosaic Company (the) — Merger or Acquisition (January 2011)
18 slides from Mosaic Company (the)'s merger presentation, Jan 19, 2011
Slide 1: The New Horizon: A Fully Independent Mosaic
Exhibit 99.2 The New Horizon: A Fully Independent Mosaic January 18, 2011 Jim Prokopanko – President and Chief Executive Officer Larry Stranghoener – Executive Vice President and Chief Financial Officer Rich Mack – Executive Vice President and General Counsel Christine Battist – Director, Investor R
Slide 2: Safe Harbor Statement
Safe Harbor Statement This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the proposed transaction, the terms and the effect of the proposed transaction, th
Slide 3: Important Information
Important Information In connection with the proposed transaction, a registration statement on Form S-4 that will include a proxy statement/prospectus for the stockholders of The Mosaic Company will be filed with the Securities and Exchange Commission. The Mosaic Company will mail the final proxy st
Slide 4: Transaction Overview and Benefits
Transaction Overview and Benefits • Enables Cargill to accomplish several objectives: – Maintain its private company status while meeting the diversification and distribution needs of the Charitable Trusts – Enhance its credit profile and increase its financial flexibility – Align its compensation p
Slide 5: Transaction Structure
Transaction Structure Cargill to distribute its ~286 million share stake in Mosaic. Transaction has three key steps: Step 2: Step 1: Step 3: Split-Off and Debt Recapitalization Orderly Disposition Exchange • Mosaic to recapitalize its • Cargill exchanges • An orderly disposition of shares into three
Slide 6: Step 1: Recapitalization
Step 1: Recapitalization • Cargill’s ~286 million Mosaic shares will be recapitalized into three new classes to comply with tax rules regarding tax-free split-offs. – Approximately 179 million shares are expected to be distributed to Cargill’s shareholders • Represents a voting interest of at least
Slide 7: Step 2: Split-Off
Step 2: Split-Off The Mosaic Company ~446 million shares Current Mosaic Public Float Cargill ~160 million shares ~286 million shares 115 M Common, 60 M Class A, 111 M Class B Exchanging Cargill Shareholders Cargill ~107 million shares ~179 million shares (expected to be exchanged 8 M Common, 60 M Cl
Slide 8: Step 3: Orderly Disposition
Step 3: Orderly Disposition Formation Offerings – Within 15 months after Closing • Up to approximately 157 million Mosaic shares expected to be sold following recap/split-off: – Cargill debt holders (approximately 107 million shares received in debt for equity exchanges) – Charitable Trusts (approxi
Slide 9: Timing of Closing and Formation Offerings
Timing of Closing and Formation Offerings • Proxy Statement to be filed with the Securities and Exchange Commission in early February 2011. • Mosaic to call Special Meeting of Stockholders to seek approval of the transaction from minority (non-Cargill) shareholders approximately one month after Prox
Slide 10: Governance and Corporate Matters
Governance and Corporate Matters • Governance Agreements have been entered into with the Charitable Trusts and each Cargill shareholder who is expected to receive a 5 percent or greater ownership interest in Mosaic after the split-off: – Governance Agreements provide for certain standstill, voting a
Slide 11: Approvals and Other Considerations
Approvals and Other Considerations Completed Actions: – Transaction reviewed and approved by Special Committee (comprised entirely of independent directors) of Mosaic’s Board of Directors – Approved by Cargill’s Board of Directors and the Charitable Trusts – Private Letter Ruling issued by IRS regar
Slide 12: Best Positioned Company in Crop Nutrient Sector
Best Positioned Company in Crop Nutrient Sector • Largest combined phosphate and potash player in the world – poised to benefit from strong current and projected industry fundamentals • Rock solid balance sheet with large net cash position • Strong operating cash flows provides ample flexibility and
Slide 13: Strategic Priorities
Strategic Priorities Mosaic’s business is driven by strong long-term industry fundamentals and we have a clear strategy to capitalize on this growth opportunity: • Potash – Grow Volume – Aggressive expansion plans underway to grow flagship business and continue as one of the world’s preeminent potas
Slide 14: Key Takeaways
Key Takeaways • Mosaic to become fully independent company; significant investor interest in our sector and in Mosaic means sufficient demand exists to expand our shareholder base • Mosaic’s vision is to be recognized as the world’s best crop nutrition company; existing business strategy and overall
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Slide 16: Appendix
Appendix
Slide 17: Capital Structure Post-Recapitalization
Capital Structure Post-Recapitalization Current 1. Recapitalization 2. Split-off Economic Common % Common Class A Class B Common Class A Class B % Voting % Public shareholders 160 36% 160 160 36% 11% Cargill 286 64% 115 60 111 107 24% 7% Charitable trusts 8 60 42 25% 34% Split-offRequirements ~40%ec
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