Potash Corporation of Saskatchewan Inc. (TSE:POT) Files An 8-K Other Events
Item8.01
| Other Events. |
As previously announced, on September11, 2016, Potash Corporation
of Saskatchewan Inc. (the Company) entered into an arrangement
agreement with Agrium Inc., a corporation existing under the laws
of Canada (Agrium), to which the Company and Agrium will combine
their businesses (the Arrangement). The Arrangement will be
implemented by way of a plan of arrangement under Section192 of
the Canada Business Corporation Act (the CBCA), and is subject to
certain closing conditions. Assuming the Arrangement is
completed, the Company and Agrium will become indirect,
wholly-owned subsidiaries of a new parent company to be
incorporated under the CBCA (New Parent) . The Arrangement is
more fully described in the Companys current report on Form8-K
filed with the Securities and Exchange Commission on September12,
2016.
The Company is filing this current report on Form 8-K to provide
certain financial information with respect to Agrium and New
Parent. The following financial information of Agrium is filed as
Exhibit 99.1 to this current report on Form 8-K and is
incorporated herein by reference:
|
Independent Auditors Report of Registered Accounting Firm dated February24, 2015; |
|
Consolidated Statements of Operations for each of the two years in the period ended December31, 2014; |
|
Consolidated Statements of Comprehensive Income for each of the two years in the period ended December31, 2014; |
|
Consolidated Balance Sheets as at December31, 2014 and December31, 2013; |
|
Consolidated Statements of Cash Flows for each of the two years in the period ended December31, 2014; |
|
Consolidated Statements of Shareholders Equity for each of the two years in the period ended December31, 2014; and |
| Notes to the Consolidated Financial Statements. |
The following financial information of Agrium is filed as
Exhibit99.2 to this current report on Form8-K and is incorporated
herein by reference:
|
Independent Auditors Report of Registered Accounting Firm dated February24, 2016; |
|
Consolidated Statements of Operations for each of the two years in the period ended December31, 2015; |
|
Consolidated Statements of Comprehensive Income for each of the two years in the period ended December31, 2015; |
|
Consolidated Balance Sheets as at December31, 2015 and December31, 2014; |
|
Consolidated Statements of Cash Flows for each of the two years in the period ended December31, 2015; |
|
Consolidated Statements of Shareholders Equity for each of the two years in the period ended December31, 2015; and |
| Notes to the Consolidated Financial Statements. |
Attached hereto as Exhibit 23.1 is the consent of KPMG LLP, the
independent auditors for Agrium, related to the above-referenced
audited consolidated financial statements of Agrium filed as
Exhibits99.1 and 99.2 to this current report on Form8-K.
The following unaudited consolidated financial statements of
Agrium are filed as Exhibit 99.3 to this current report on
Form8-K and are incorporated herein by reference:
|
Consolidated Statements of Operations for the three months and nine months ended September30, 2016 and 2015; |
|
Consolidated Statements of Comprehensive Income for the three months and nine months ended September30, 2016 and 2015; |
|
Consolidated Balance Sheets as at September30, 2016, September30, 2015 and December31, 2015; |
|
Consolidated Statements of Cash Flows for the three and nine months ended September30, 2016 and 2015; |
|
Consolidated Statements of Shareholders Equity for the nine months ended September30, 2016 and 2015; and |
| Notes to the Consolidated Financial Statements. |
The following unaudited pro forma condensed combined financial
information of New Parent, which presents the effect of the
Arrangement on the combined historical financial statements of
the Company and Agrium, is filed as Exhibit 99.4 to this current
report on Form 8-K and is incorporated herein by reference:
|
Unaudited Pro Forma Condensed Combined Statement of Financial Position as at September30, 2016; |
|
Unaudited Pro Forma Condensed Combined Statement of Income for the year ended December31, 2015; |
|
Unaudited Pro Forma Condensed Combined Statement of Income for the nine months ended September30, 2016; and |
|
Notes to the Unaudited Pro Forma Condensed Combined Financial Information. |
In addition, the Company is filing this current report on Form
8-K to provide the computation of its ratio of earnings to fixed
charges for the nine months ended September30, 2016 and for the
years ended December31, 2015, 2014, 2013, 2012 and 2011, which is
filed as Exhibit 12.1 to this current report on Form 8-K and
incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
|
Exhibit Number |
Exhibit Description | |
| 12.1 |
Computation of Ratio of Earnings to Fixed Charges for the nine months ended September30, 2016 and for the years ended December31, 2015, 2014, 2013, 2012 and 2011. |
|
| 23.1 | Consent of KPMG LLP. | |
| 99.1 |
Agrium Inc. Audited Consolidated Financial Statements as at December31, 2014 and 2013 and for each of the two years in the period ended December30, 2014, incorporated by reference to Exhibit 99.3 to Agrium Inc.s Annual Report on Form 40-F for the year ended December31, 2014. |
|
| 99.2 |
Agrium Inc. Audited Consolidated Financial Statements as at December31, 2015 and 2014 and for each of the two years in the period ended December30, 2015, incorporated by reference to Exhibit 99.3 to Agrium Inc.s Annual Report on Form 40-F for the year ended December31, 2015. |
|
| 99.3 |
Agrium Inc. Unaudited Consolidated Financial Statements as at September30, 2016 and December31, 2015 and for the three months and nine months ended September30, 2016 and 2015, incorporated by reference to Exhibit 99.3 to Agrium Inc.s Report of Foreign Private Issuer on Form 6-K filed on November 3, 2016. |
|
| 99.4 |
Unaudited Pro Forma Condensed Combined Financial Information of New Parent. |
About Potash Corporation of Saskatchewan Inc. (TSE:POT)
Potash Corporation of Saskatchewan Inc. is a fertilizer producer producing various primary crop nutrients, such as potash, nitrogen and phosphate. The Company operates through three segments: potash, nitrogen and phosphate. It owns and operates approximately five potash operations in Saskatchewan and one in New Brunswick. Its nitrogen operations involve the production of nitrogen fertilizers and nitrogen feed and industrial products, including ammonia, urea, nitrogen solutions, ammonium nitrate and nitric acid. It has nitrogen facilities in Georgia, Louisiana, Ohio and Trinidad. Its phosphate operations include the manufacture and sale of solid and liquid phosphate fertilizers, phosphate feed and industrial acid that is used in food products and industrial processes. It has phosphate mines and mineral processing plant complexes in Florida and North Carolina. It has over four phosphate feed plants in the United States and produce phosphoric acid at its Geismar, Louisiana facility. Potash Corporation of Saskatchewan Inc. (TSE:POT) Recent Trading Information
Potash Corporation of Saskatchewan Inc. (TSE:POT) closed its last trading session 00.00 at 24.50 with 3,775,977 shares trading hands.