The Mosaic Company Reaches Agreement To Purchase 43.3 Million Class A Shares

 The Mosaic Company Reaches Agreement To Purchase 43.3 Million Class A Shares

PR Newswire

PLYMOUTH, Minn., Dec. 9, 2013

PLYMOUTH, Minn., Dec. 9, 2013 /PRNewswire/ -- The Mosaic Company (NYSE: MOS)
has entered into a Share Repurchase Agreement with the Margaret A. Cargill
Foundation and the Anne Ray Charitable Trust (collectively, the MAC Trusts) to
purchase all of their 43.3 million restricted Class A shares over the next
eight months. In the initial transaction, Mosaic will purchase 21.7 million of
the MAC Trusts' Class A shares on January 8, 2014, at a price determined by
the volume weighted average closing price of Mosaic's common stock during the
preceding 20-day trading period. The remaining 21.6 million Class A shares
will be purchased by Mosaic beginning in February 2014 in seven equal
installments at the close of each successive 20-day trading period using the
same volume weighted average pricing formula as the initial transaction.

In connection with the agreement, the MAC Trusts have also agreed to release
Mosaic from the contractual obligation to register any remaining common shares
in a secondary offering.

"This agreement demonstrates our confidence in the future and effectively puts
the Cargill split-off transaction behind us," said Jim Prokopanko, Mosaic's
President and Chief Executive Officer. "This is a major step toward our goal
of a more efficient balance sheet by mid-2014. In addition to possible
purchases of the MAC Trusts' remaining common shares, we are continuing to
evaluate other shareholder return options as we head into the new year.

"Our priorities have not changed. We intend to maintain our investment-grade
ratings and the financial flexibility to take advantage of appropriate
opportunities to grow our business. We will continue to focus on executing our
strategy and create value through appropriate capital allocation."

JP Morgan Securities LLC has served as Mosaic's financial advisor for the
Cargill split off transaction and the evaluation of alternatives for ensuring
the orderly distribution of restricted shares, including the Share Repurchase
Agreement between Mosaic and the MAC Trusts. Citigroup Global Markets Inc.
served as the MAC Trusts' financial advisor in connection with the Share
Repurchase Agreement.

AboutThe Mosaic Company
The Mosaic Company is one of the world's leading producers and marketers of
concentrated phosphate and potash crop nutrients. Mosaic is a single source
provider of phosphate and potash fertilizers and feed ingredients for the
global agriculture industry. More information on the company is available at
www.mosaicco.com.

          Class A Shares
Sale Date
          (rounded share counts)
1/8/14    21.7 million
2/6/14    3.1 million
3/7/14    3.1 million
4/4/14    3.1 million
5/5/14    3.1 million
6/3/14    3.1 million
7/1/14    3.1 million
7/30/14   3.1 million

This press release 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 acquisition and
assumption of certain related liabilities of the Florida phosphate assets of
CF Industries, Inc. ("CF") and the ammonia supply agreements with CF; the
benefits of the transactions with CF; future strategic plans and certain
related liabilities and other statements about future financial and operating
results. Such statements are based upon the current beliefs and expectations
of The Mosaic Company's management and are subject to significant risks and
uncertainties. These risks and uncertainties include but are not limited to
risks and uncertainties arising from the possibility that the closing of the
proposed phosphate assets acquisition may be delayed or may not occur,
including delays arising from any inability to obtain governmental approvals
of the transaction on the proposed terms and schedule and the ability to
satisfy other closing conditions; difficulties with realization of the
benefits of the transactions with CF, including the risks that the acquired
assets may not be integrated successfully or that the cost or capital savings
from the transactions may not be fully realized or may take longer to realize
than expected, regulatory agencies might not take, or might delay, actions
with respect to permitting or regulatory enforcement matters that are
necessary for Mosaic to fully realize the benefits of the transactions
including replacement of CF's escrowed financial assurance funds, or the price
of natural gas or ammonia changes to a level at which the natural gas based
pricing under one of the long term ammonia supply agreements with CF becomes
disadvantageous to Mosaic; customer defaults; the effects of our decisions to
exit business operations or locations; the predictability and volatility of,
and customer expectations about, agriculture, fertilizer, raw material, energy
and transportation markets that are subject to competitive and other pressures
and economic and credit market conditions; the level of inventories in the
distribution channels for crop nutrients; changes in foreign currency and
exchange rates; international trade risks; changes in government policy;
changes in environmental and other governmental regulation, including
greenhouse gas regulation, implementation of numeric water quality standards
for the discharge of nutrients into Florida waterways or possible efforts to
reduce the flow of excess nutrients into the Mississippi River basin or the
Gulf of Mexico; further developments in judicial or administrative
proceedings, or complaints that Mosaic's operations are adversely impacting
nearby farms, business operations or properties; difficulties or delays in
receiving, increased costs of or challenges to necessary governmental permits
or approvals or increased financial assurance requirements; resolution of
global tax audit activity; the effectiveness of the Company's processes for
managing its strategic priorities; the ability of the Northern Promise joint
venture among Mosaic, Ma'aden and SABIC to obtain project financing in
acceptable amounts and upon acceptable terms, the future success of current
plans for the joint venture and any future changes in those plans; adverse
weather conditions affecting operations in Central Florida or the Mississippi
River basin or the Gulf Coast of the United States, and including potential
hurricanes, excess rainfall or drought; actual costs of various items
differing from management's current estimates, including, among others, asset
retirement, environmental remediation, reclamation or other environmental
regulation, Canadian resources taxes and royalties, or the liabilities Mosaic
is assuming in the proposed phosphate assets acquisition; brine inflows at
Mosaic's Esterhazy, Saskatchewan, potash mine or other potash shaft mines;
other accidents and disruptions involving Mosaic's operations, including
potential mine fires, floods, explosions, seismic events or releases of
hazardous or volatile chemicals, as well as other risks and uncertainties
reported from time to time in The Mosaic Company's reports filed with the
Securities and Exchange Commission. Actual results may differ from those set
forth in the forward-looking statements.

SOURCE The Mosaic Company

Website: http://www.mosaicco.com
Contact: Media, Rob Litt, The Mosaic Company, 763-577-6187,
rob.litt@mosaicco.com, or Investors, Laura Gagnon, The Mosaic Company,
763-577-8213, investor@mosaicco.com
 
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