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Pentagon Capital increases stake in Rentech, seeks removal of poison pill

December 17, 2007Newstraceybg@gmail.com

Pentagon Capital Management PLC has increased its stake in Rentech Inc. and told the company it should remove poison pill provisions to allow potential suitors to have meaningful discussions.

In Dec. 12 filings with the U.S. Securities Exchange Commission, Pentagon and related parties now say they own 5.78 percent (9.626,785 shares out of 163,265,264) of Rentech common shares, after giving effect to the conversion of preferred shares and the exercise of warrants. Asset Managers International Ltd. (AMIL), which is controlled by Pentagon, bought some 1 million shares for prices between $1.80-$1.95 per share between Dec. 11-12.

Pentagon and its two officers and directors, Lewis Chester, CEO, and Jafar Omid, CFO, are based in London.

In a letter dated Dec. 12 to Rentech CEO Hunt Ramsbottom, Chester says Pentagon has been a patient, long-standing shareholder and is seeking ways to maximize its investment in Rentech. He notes that others have expressed a similar desire.

In November another investor, Sherwood Investments Overseas Ltd., offered to buy Rentech for $2.70 per share (GM Nov. 26, p. 1).

Chester said he was awaiting the release of Rentech’s 10-K, which is due out Dec. 14. “We are hopeful management will use the conference call to outline their immediate plans to significantly enhance shareholder value,” said Chester. “In the alternative, we respectfully request that management consider the suspension of the ‘poison pill’ provisions so that potential suitors can have meaningful discussions.”

“We are disappointed that, in our opinion, your share price does not currently reflect the progress that you have made and the intrinsic value of your assets,” continued Chester.

On Dec. 4, Rentech announced that it is putting a new synthetic fuels plant in Natchez, Miss., ahead of its plans to convert its East Dubuque, Ill., nitrogen plant to coal gasification (GM Dec. 10, p. 1). Rentech noted that high fertilizer prices and moderate natural gas prices played a role in the decision. To date, the positive cash flow from East Dubuque has been a boon to the company as it has sought to develop its technology business.

Other sources last week said they were anxious to see the Rentech 10-K information for further indications of East Dubuque’s performance in the strong fertilizer market.

In other news last week, Rentech said Dec. 10 that another project remains on track in 2008. It said the DKRW Advanced Fuels (DKRW) Medicine Bow Fuel & Power Project (MBFP) is continuing to develop its coal-to-diesel project under its site license agreement with Rentech for a synthetic fuels project under development in Medicine Bow, Wyo. DKRW plans to expand its production capability at the Medicine Bow facility to include gasoline, and will announce further details on this expansion shortly. However, it will continue to develop a Fischer-Tropsch coal-to-diesel facility on a parallel path under its existing site license agreement with Rentech. Upon successful completion of this development, MBFP would use the Rentech process and purchase catalyst developed by Rentech for the plant. In addition, Rentech would receive license fees based on plant production capacity and achievement of certain milestones as set forth in the agreement.

Rentech and DKRW still maintain the master license agreement, under which DKRW will use the Rentech process at any domestic or international Fischer-Tropsch fuels plants DKRW builds. Plans for the proposed Medicine Bow project were revised to accommodate changes in the testing timeline at Rentech’s Product Demonstration Unit (PDU).

“DKRW remains committed to developing coal-to-liquids projects using Rentech’s technology, including at the Medicine Bow site,” said Robert Kelly, DKRW Advanced Fuels chairman. “We believe in the value of Rentech’s technology in advancing DKRW’s plans in the productionof FischerTropsch fuels.”

Rentech’s PDU is designed to produce ultra-clean diesel and aviation fuels and naphtha using natural gas and various coals and biomass on a demonstration scale. Construction of the PDU is nearing completion, and Rentech remains onits current schedule to begin synthetic fuel production at the PDU in the spring of 2008.

“Once the PDU begins producing ultra-clean synthetic fuels in 2008, we will be delivering sample products to potential customers for testing purposes,” said Ramsbottom. “In addition, the PDU will enable us to demonstrate our process from three types of feedstocks – natural gas, coal and biomass. We believe the ability to test our products as well as the demonstration of the process at the PDU will enhance our ability to enter into long-term off-take contracts for the products from our commercial facilities.”

ISX changes name to Potash One Inc.; Matysek named president and CEO

December 17, 2007Newstraceybg@gmail.com

ISX Resources Inc., Vancouver, said Dec. 7 that its name has changed to Potash One Inc. The name change was approved at the annual and special shareholders’ meeting held in late November to better reflect the ongoing business and operational focus of the company – the development of potash deposits (GM Oct. 15, 2007).

The company also reports that it successfully secured the trading symbol “KCL” (effective Dec. 6, 2007), which accurately describes the nature of the company’s operations. KCL denotes the chemical compound “potassium chloride,” also commonly known as muriate of potash.

Potash One’s Legacy Project in Saskatchewan was previously explored by Imperial Oil Ltd. (now Exxon), and Lumsden Potash Corp. Potash One said the 43-101 report completed earlier in 2007 confirms 40 million mt in indicated resources and 390 million mt in inferred resources. The grades are consistent, ranging between 19-22 percent of K2O. The company entered the potash sector early in 2005, before the potash prices started their current uptrend.

“This is an excellent time to be in the potash industry,” said Paul Matysek, Potash One’s newly appointed president and CEO. “We are very pleased that we could secure a company defining trading symbol, ‘KCL,’ which clearly reflects our commodity focus. The new name and symbol affords Potash One the opportunity to create strong brand recognition in the fertilizer market and investment world. We are in the best potash producing area of the world with an established infrastructure that will significantly facilitate our development plans. Potash One is already conducting a number of technical and financial studies that will allow us to advance our previously explored potash project to the next development stage.”

Matysek was named to lead the company in late November. He is the former president, CEO, and co-founder of Energy Metals Corp., a NYSE Arca and Toronto Stock Exchange listed company. Energy Metals was one of only two uranium companies to be listed on New York Stock Exchange. Under his stewardship, Energy Metals Corp., a pure uranium mining and development company, was recently acquired by Uranium One Inc. in a transaction valued at over $1.2 billion.

Matysek, a professional geoscientist with more than 25 years of international experience, holds B.S. and M.S. degrees in Geology. He is a recognized entrepreneur, specializing in developing resource-based companies from conception to production, and has held senior management and/or director positions with several natural resource exploration and development companies, including First Quantum Minerals Ltd., First Majestic Silver Corp., and Dundarave Resources Ltd. In addition, Potash Cone said Matysek has been instrumental in the acquisition and development of a number of significant precious metal and base-metal properties, and has been involved in raising over $250 million for various exploration and development projects since 1999.

In his inaugural speech to shareholders, Matysek expressed his confidence that the company has a ground floor opportunity to develop one of the largest greenfield potash projects in the world. “The potash market sector is driven by solid fundamental economic factors such as world population growth, increase in the quality and quantity of food worldwide as well as the emerging demand for biofuels in the countries like the United States and Brazil. These macroeconomic developments promise strong growth in fertilizer application which in turn increases demand for potash, a key nutrient for plants.”

In other news, David Berg of Calgary has been named a company director. He has spent over 28 years of consecutive service with one of Canada’s largest publicly traded companies, Loblaw’s Group of Companies Ltd. Since 2007, he has operated a private consulting company based in Calgary, Alberta, specializing in the provision of management services, development of business models and structuring, financing, and managing of both public and private projects.

Thomas Tough, P. Eng., former president and CEO before Matysek, remains a director, as do Ken Ralfs and Glen Macdonald, both of whom are geologists.

Potash One also reports that it has relocated its corporate head office to Suite 1238, 200 Granville Street, Vancouver, B.C. V6C 1S4.

Miss Phos owner reveals stockholder rights plan

December 17, 2007News Briefs, Phosphate, South Centraltraceybg@gmail.com

Madison, Miss.-Phosphate Holdings Inc., the sole owner of Mississippi Phosphates Corp., the Pascagoula, Miss., phosphate producer, announced Dec. 13 that on Dec. 5, 2007, its board of directors adopted a stockholder rights plan designed to help protect the long-term value of the company for its stockholders and to enable all of its stockholders to realize the full and fair value of their investment in the event of any proposed takeover of the company. Under the plan, the board declared a dividend of one common stock purchase right for each share of the company’s common stock outstanding, payable on Dec. 17, 2007, to stockholders of record at the close of business on such date. Under the plan, the rights will initially trade together with the company’s common stock and will not be exercisable. The rights generally will become exercisable to acquire the company’s common stock (or, in certain circumstances, shares of an acquirer) at a discounted price if a person or group becomes an “acquiring person” through the acquisition of 20 percent or more of the company’s outstanding common stock or the announcement of a tender or exchange offer that would result in ownership of 20 percent or more of the company’s common stock on terms not approved by the board. If a person or group already owned 20 percent or more of the company’s outstanding common stock on the date the rights plan was adopted, the rights will become exercisable if that person or group acquires any additional shares of the company’s outstanding common stock after the date of the adoption of the plan. Rights held by an “acquiring person” will become void and will not be exercisable to purchase shares at the bargain purchase price. The board, at its option, may redeem the rights for $0.01 per right for a limited time after a person becomes an “acquiring person.” The plan also permits the board to issue to holders of its common stock other than an “acquiring person” one share of common stock in exchange for each right, which is then exercisable. The rights will expire on Dec. 31, 2009, unless earlier redeemed, exchanged, or amended. A copy of the rights plan will be available on the company’s website at www.missphosphates.com. Phosphate Holdings trades on the OTC Bulletin Board and its shares as of Dec. 13 were reported at $42.00 per share.

PICC becomes part of K+S North America

December 17, 2007Calcium Ammonium Nitratetraceybg@gmail.com

New York-Potash Import & Chemical Corp., a unit of K+S Kali Gmbh, will become a part of K+S North America, effective Jan. 1, 2008. K+S North America will offer potassium products from K+S Kali, as well as nitrogen products from K+S owned fertiva. Mark Roberts will be responsible for running the K+S Kali division, while Matthias Schwind will head the fertiva division. The fertiva unit has been active in the U.S. since May 2007, and has sold initial quantities of calcium ammonium nitrate in Florida and Georgia. Its goal is to intensify customer contacts in 2008 and increase its penetration into the U.S. market. PICC, a K+S unit since 1954, distributes natural mineral fertilizers, industrial salts, ice-melt, and health-care product ingredients to agricultural and manufacturing customers throughout the U.S., Canada, Central America, and the Caribbean. It has U.S. warehouse locations in California, Florida, Illinois, Kentucky, Maryland, North Carolina, New Jersey, Pennsylvania, Tennessee, Virginia, and Washington. The K+S Group count about 12,000 employees worldwide and more than E$3 billion in annual revenues.

Agrium to raise $1.25 billion in stock sale

December 17, 2007Alberta, News Briefstraceybg@gmail.com

Calgary-Agrium Inc. said Dec. 12 that it has entered into an agreement to issue 21,551,700 common shares at a price of $58.00 per share, representing gross proceeds of approximately $1.25 billion. The company intends to use the net proceeds from the offering to fund a portion of the purchase price of its previously announced cash tender offer for all of the outstanding shares of common stock of UAP Holding Corp. (GM Dec. 10, p. 1). The company estimates that the aggregate cash consideration for the acquisition of UAP will be approximately U.S. $2.15 billion, plus indebtedness of UAP to be assumed or refinanced. The company also plans to borrow under available credit facilities to pay the balance of the purchase price for UAP and to refinance certain indebtedness of UAP and its subsidiaries. The acquisition of UAP is expected to be completed in early 2008. The shares are being offered through a syndicate of underwriters, with RBC Capital Markets acting as lead manager and bookrunner, Merrill Lynch & Co., Scotia Capital Inc., and UBS Securities Canada Inc. acting as co-lead managers, and including BMO Nesbitt Burns Inc., Credit Suisse Securities (Canada), Inc., National Bank Financial Inc., CIBC World Markets Inc., and TD Securities Inc. Agrium granted underwriters an option exercisable for a period of 30 days after closing to purchase up to an additional 2,155,100 common shares at $58.00 per share to cover over-allotments, if any. Should the option be exercised, proceeds could be $1.375 billion. It expects the offering to close on or about Dec. 18. 2007. The common shares were offered pursuant to a preliminary prospectus supplement under the company’s short form base shelf prospectus dated Aug. 22, 2007, and the company’s related effective registration statement on Form F-10. The preliminary prospectus supplement was filed Dec. 10 with the Canadian securities regulatory authorities in each of the provinces of Canada and with the U.S. Securities and Exchange Commission under the multi-jurisdictional disclosure system. On Dec. 3, 2007, the company filed an amendment to such short form base shelf prospectus to increase the maximum amount of securities that may be offered thereunder from $1 billion to $3 billion.

Yara acquires Dureal

December 17, 2007News Briefstraceybg@gmail.com

Oslo-Yara Nederland B.V., a wholly-owned subsidiary of Yara International ASA, said Dec. 3 that it has entered an agreement to acquire Dureal, an AdBlue supplying company from Univar N.V. Dureal. Yara said Dureal is a key player in the European AdBlue market, and is an ideal vehicle to further strengthen the leadership of Air1, Yara’s commercial brand for AdBlue. The transaction is subject to regulatory approvals. “The AdBlue market has seen tremendous growth over the past twelve months, and should reach 3.5 million mt in 2012. Yara is one of the main AdBlue producers, with existing plants in the Netherlands and Germany, and is to open a new production facility in Italy in 2008. Yara’s Air1 brand for AdBlue is already the market leader in Europe, and this acquisition will allow Air1 to significantly increase this position by having a unique scale and logistical capacity,” says Terje Bakken, Yara senior vice president and head of industrial segment. Yara said Dureal brings its understanding of the AdBlue market, as well as a distribution scale and closeness to the market. Dureal not only offers the AdBlue solution as such to transport companies, but also a total solution consisting of storage and filling units, including an advanced telemetric system that guarantees automatic delivery and consistent stock levels. It is present in 12 countries in Europe. This complements Yara’s approach to the AdBlue market with Air1, and thus maintains Air1’s commitment to bring a quality AdBlue solution on a pan-European scale. AdBlue is a high quality urea solution that feeds the SCR (Selective Catalytic Reduction) catalyst on trucks, enabling them to turn emissions from diesel engines into harmless water vapor and nitrogen. It allows truck drivers to meet the more stringent European Union restrictions on exhaust gas emissions that came into effect in October 2006.

Ostara scales up waste-to-fertilizer process

December 17, 2007Alberta, News Briefstraceybg@gmail.com

Edmonton, Alberta-Ostara Nutrient Recovery Technologies Inc. reported achieving, for the first time on an industrial scale, removal of 80 percent on average of the phosphorus and 10-15 percent of the ammonia with its reactor installed at Edmonton’s wastewater treatment plant. Ostara President and CEO Phillip Abrary reported, “The Edmonton plant is Ostara’s first commercial-size reactor. However, several other commercial facilities are already in planning and design stages after successful field trials in 2007 by municipalities, ethanol biofuel plants and food processing plants in the United States and Canada. As many as 400 municipalities and industrial plants in North America and 500 in Europe are potential customers for the Ostara process.” The capital cost of an Ostara reactor is estimated between $2 million and $4 million, which is said to be recovered with maintenance and capacity savings and fertilizer revenue within three to five years. The fertilizer by-product called Crystal Green is described as a slow-release formulation of nitrogen, phosphorus, and magnesium suitable for golf courses, container nurseries, and specialty agriculture. Vince Corkery, director of wastewater treatment at Edmonton’s Gold Bar facility, remarked, “We have supported this technology because it creates a valuable product from phosphorus and other polluting nutrients which would otherwise clog our pipes and reduce our plant’s treatment capacity. We look forward to continued cooperation with Ostara to add reactors capable of treating 100 per cent of our biosolids stream in the future.”

Novozymes takes over Philom Bios

December 17, 2007News Briefs, Saskatchewantraceybg@gmail.com

Saskatoon-Denmark-based Novozymes Biologicals Holding A/S said Dec. 10 that it has acquired 98 percent of the common shares of Saskatoon-based inoculant company Philom Bios Inc. Novozymes first announced its friendly takeover, valued at $25.6 million, on Oct. 31, 2007. Philom has over 70 employees across North America in research, manufacturing, marketing, and management, and in its joint-venture operations in Australia. Philom’s activities will be integrated into Novozymes’ existing North American and global activities and included in Novozymes’ consolidated financial statements, with effect from Dec. 11, 2007. In other news, Philom reported in November that it would have an extraordinary gain of C$705,000 in 2007 due to a final appellate court decision reducing a 2005 judgment against it by DowAgroSciences Canada. The initial 2005 decision, stemming from a 1997 legal claim in which certain Philom products were alleged to have passed their expiration date, initially garnered Dow C$944,319 plus interest and costs.

Tennessee gets certification requirement in 2008

December 17, 2007News Briefs, South Centraltraceybg@gmail.com

Nashville, Tenn.-Starting Jan. 1, getting the sales tax exemption on fertilizer and other farm inputs in Tennessee will require certification by the state revenue department. That’s fine with agriculture interests, but in some cases the word hasn’t been spread to those who will need the certificate. “We’re very nervous about that,” Tennessee Farm Bureau spokeswoman Redone Rose told Green Markets. Rose said an informal survey of the 350 delegates at the Farm Bureau’s recent annual meeting found that 20-25 percent had not received applications sent out by the state. Some were among the state’s largest farmers. She said the department pre-identified about three quarters of those known to qualify for the certificate, but others need to get on the website or get an application from their farm store and send it in, because dealers will be required to see the certificate and keep a copy on file. The “Agricultural Sales and Use Tax Certificate of Exemption Program” is part of a streamlined sales tax system that’s been in the work for five years by Tennessee and 42 other states, plus the District of Columbia and local governments. Business is interested in more simplified and uniform laws for easier compliance in all states. But one state legislator, Rep. Phillip Pinion, warned that hobby farmers, individuals who raise horses, and others may be upset when they might have to start paying as much as 9 3/4 percent in state and local sales taxes on their farm store purchases. They may not qualify for the exemption. “I think we’re going to hear a whole lot more about it,” Pinion added. Sales tax exemptions are also on the minds of farmers in Arkansas, where Gov. Mike Beebe has indicated he may eliminate the remaining 3-cent levy on groceries in 2008. He won’t know for sure until his advisers produce their economic forecast. Beebe, however, told Arkansas Farm Bureau members at their recent state convention not to worry about eliminating the exemption on farm inputs. He thanked them for supporting him on halving the 6-cent grocery tax, and promised that any future plans would not affect tax exemptions on farming products such as seed and fertilizer.

Nufarm, Bayer settle patent infringement lawsuit

December 17, 2007Eastern Cornbelt, News Briefstraceybg@gmail.com

Burr Ridge, Ill.-Nufarm Americas Inc. has announced jointly with Bayer CropScience LP a settlement in a lawsuit filed by Bayer for alleged patent infringement involving the use of the pesticide Imidacloprid on fertilizer. Nufarm acknowledged that Bayer’s patent is valid and enforceable, and under terms of the settlement will have “with its customers full freedom to operate (with immediate effect) with this patented Imidacloprid on fertilizer technology; including the ability to commercialize its trademarked Mallet product incorporating the patented technology onto any fertilizer type.” Nufarm also reaffirmed its continued commitment to strongly support its customers and sales of Mallet 0.2 percent on fertilizer to the market. Both parties have withdrawn all claims and counterclaims, but other terms of the settlement remain confidential. Separately, Bayer CropScience stated that it continues its legal action against Etigra LLC, asserting Etigra’s infringement of the same Bayer patent for Imidacloprid on fertilizer. Etigra of Cary, N.C., maintained on its website that in developing its Imidacloprid fertilizer formulation a method was found that not only circumvented Bayer’s patent, but also improved on it. Randy Canady, Etigra chief operating officer, stated, “We offer a formulator-friendly formulation that is cleaner and more efficient.”