All posts by webster@kennedyinfo.com

PotashCorp seeks further talks with K+S – Alert

Potash Corp. of Saskatchewan Inc. has responded to K+S Group’s rejection of its takeover offer, reiterating its position as to how a merger is a good deal for both companies, and seeking to discuss the matter further with K+S management.

"We believe that the combination of our two companies would create a well-capitalized, more diversified company across products, geographies, production, distribution and customers," said PotashCorp CEO Jochen Tilk in a statement July 3. "We believe this creates greater opportunities and security for all employees. Management and employees of K+S are critical to the future performance of the combined company and we look forward to working collaboratively to address any issues, including safeguarding the interests of employees and communities. We are seeking to meet with K+S management at the earliest possible opportunity so that we can jointly discuss our commitments and further specify the details that would form the basis of a successful combination."

PotashCorp highlighted major points regarding a merger between the two companies:

  • Proposal brings together two best-in-class companies with complementary assets and minimal overlap
  • PotashCorp supportive of K+S operations, employees and communities, and believes K+S management and employees to be an important part of a successful combination
  • Proposal not predicated on closing mines, curtailing production, selling the salt business or cutting jobs
  • Well capitalized, diversified enterprise provides platform for future growth and greater opportunities for K+S employees’ career growth and employment stability
  • Proposal of €41 per share in cash provides 57 percent premium to the volume weighted average share price during the prior 12 months, and certain value to K+S shareholders

Western Potash reports major investment – Alert

Western Potash Corp., Vancouver, today reported Beijing Tairui Innovation Capital Management Ltd. (Tairui) has agreed to make a strategic equity investment of C$80 million in Western at a price of C$0.3213 per common share of Western for a total of 248,989,860 common shares in the capital of Western, subject to adjustment, which will result in Tairui holding a 51 percent ownership stake in the company on a non-diluted basis on closing of the transaction. The per share issue price of C$0.3213 represents a 46 percent premium over the company’s volume weighted average price on the Toronto Stock Exchange for the 30 trading days ended July 3, 2015.

Under the terms of the investment, Tairui will have the right to appoint four nominees to the board of directors of the company. In addition, the investment agreement provides that the number of common shares issuable to Tairui and the per share issue price of C$0.3213 based on 248,989,860 common shares, are subject to adjustment in certain circumstances where additional common shares may be issued on or prior to closing, such that Tairui will, in all such circumstances, hold a 51 percent ownership stake in the company on a non-diluted basis on closing.

The adjustment provisions include adjustments in the event that CBC (Canada) Holding Corp. (CBCHC) elects to exercise, in whole or in part, and within the prescribed time limit, its pre-emptive right to maintain up to a 19.9 percent share position in Western pursuant to the subscription agreement between CBCHC and the company dated June 1, 2013.

It is anticipated that closing will take place on or about Aug. 31, 2015. Proceeds from the investment will be used for the development of the pilot plant scale selective solution mining operation in accordance with a previously announced positive scoping study on the company’s 100 percent owned Milestone property in southern Saskatchewan.

K+S rejects PotashCorp offer – Alert

K+S Group said July 2 that following a thorough review of all aspects and considering the overall circumstances, it has decided to reject the unsolicited proposal of Potash Corp. of Saskatchewan Inc. to acquire all outstanding shares of K+S for 41 Euro per share. The company said the proposed transaction does not reflect the fundamental value of K+S and is not in the best interest of the company.

More summer fill programs announced – Alert

Industry sources reported that PCS Sales came out with a summer fill potash program on June 30, offering granular tons at $355/st FOB warehouses and $360/st rail-DEL for orders placed by July 10 and shipped by Sept. 30. Those prices and terms were not confirmed by the company directly, however. There were also reports that while the other Canadian potash producers had not yet announced their own programs, they were matching those levels when and where necessary.

Interoceanic Corp. also announced a summer fill program for Rentech’s premium grade ammonium sulfate on June 30. Prices under the program include $255/st FOB Pasadena, Texas, for truck tons; $275/st FOB Midwest river terminals; $280/st FOB Minneapolis, Minn.; $285/st FOB inland Midwest terminals; and $300/st FOB northern inland terminals. Customers are instructed to call for rail-delivered pricing under the program.

USDA says soybean acreage at record high – Alert

U.S. growers planted a record amount of soybeans this spring, according to USDA’s June 30 Acreage report, while corn, cotton, and wheat acreage all saw declines from last year.

USDA’s National Agricultural Statistics Service (NASS) estimated soybean planted area for 2015 at a record high 85.1 million acres, up 2 percent – or 1.4 million acres – from last year, and also up some 500,000 acres from USDA’s March 31 Prospective Plantings report. The agency said soybean acreage records were set this year in Kentucky, Minnesota, Ohio, Pennsylvania, and Wisconsin.

By contrast, corn planted for all purposes in 2015 was estimated at 88.9 million acres, down 2 percent – or 1.7 million acres – from last year and the lowest planted acreage in the U.S. since 2010. The corn total reflects a 302,000-acre drop from USDA’s March 31 Prospective Plantings report, with significant acreage declines noted in Minnesota, Indiana, and Missouri.

Cotton planted acreage took a bigger hit at 8.998 million acres this year, down a full 18 percent – or 2 million acres – from 2014. The estimate was also down some 550,000 acres from March intentions, with cotton acreage reductions reported in every producing state except Oklahoma.

All wheat planted area for 2015 was estimated at 56.1 million acres, down 1.3 percent from 2014, but ahead of the March projection of 55.367 million acres. Of this year’s total, 40.6 million acres was assigned to winter wheat, down 4 percent from last year; 13.5 million acres was spring wheat, up 4 percent from 2014; and 1.95 million acres was durum, up 40 percent from last year.

Sorghum planted area this year was estimated at 8.840 million acres, up 1.7 million – or 24 percent – from 2014, and also up significantly from March planting intentions of 7.9 million acres. This year’s sorghum total is the largest planted area in the U.S. since 2003, with acreage increases observed in every reporting state except Missouri.

Total area planted to rice in 2015 was estimated at 2.767 million acres, down from last year’s 2.939 million acres and also below March intentions of 2.915 million acres. USDA said rice acreage reductions were reported in every producing state, with the largest cutbacks observed in California and Arkansas.

NASS surveyed approximately 11,000 segments of land and more than 70,000 producers during the first two weeks of June to provide data for the report.

CF buys Yara’s GrowHow stake – Alert

CF Industries Holdings Inc. reports that it has   agreed with Yara International ASA (Yara) to acquire its 50 percent equity interest in GrowHow UK Limited (GrowHow) for total cash consideration of $580 million, making GrowHow a wholly-owned subsidiary. At closing, the GrowHow business will be consolidated into CF with a cash free, debt free balance sheet. GrowHow owns and operates nitrogen production facilities in Ince and Billingham, U.K..

"We are pleased to announce this agreement to acquire Yara’s interest in GrowHow," commented Tony Will, CF president and CEO. "The operations have an advantaged position in an import-dependent region. We know GrowHow well and expect a mid-teens return profile for the acquisition. The purchase of the remaining interest in GrowHow is a continuation of CF Industries’ track record of pursuing shareholder value-creating capital deployment."

The Ince facility is located in northwestern England and consists of an ammonia plant, three nitric acid plants, an ammonium nitrate (AN) plant and three NPK fertilizer compound plants. The Billingham facility is located in the Teesside chemical area in northeastern England, and consists of an ammonia plant, three nitric acid plants, a carbon dioxide plant and an fertilizer plant. Combined, the two facilities have the capacity to produce approximately 0.9 million st of gross ammonia, 1.2 million st of AN and 0.4 million st of NPK compounds.

As of May 31, 2015, prior to purchase accounting and on a U.S. GAAP basis, GrowHow had total inventories of £66 million, receivables of £41 million, and fixed assets of £195 million. The company also had current liabilities of £43 million, long-term payables of £14 million, and a net pension deficit of £90 million.

CF noted that the U.K. is dependent on imports of nitrogen to meet its consumption demands. Nitrogen imports primarily consist of AN and urea with ammonia accounting for a negligible portion of imports. Currently, imports of AN to the U.K. make up approximately 45 percent (700,000 st) of supply. Additionally, U.K. natural gas costs have fallen meaningfully along with oil prices. In terms of delivered cost of AN to the U.K., GrowHow is positioned at the low end of the U.K. supply curve.

CF said it has extensive knowledge of and familiarity with the GrowHow business as a result of its involvement with the GrowHow joint venture over the last five years. Earnings from CF’s 50 percent interest in GrowHow are currently included in financial statements under Equity in Earnings of Non-Operating Affiliates – Net of Taxes. Following the closing of the acquisition of the outstanding interests, the results will be included in consolidated results. The final purchase price is subject to closing adjustments. The completion of the transaction is subject to customary closing conditions and is expected to occur later this year.

CF sells Keytrade stake – Alert

CF Industries Holdings Inc. and Keytrade AG (Keytrade) announced late June 26 that the principals of Keytrade, a global fertilizer trading company, have purchased CF’s 50 percent  interest in the joint venture.

The companies explained that following the divestiture of CF’s phosphate segment, the nature of the joint business between CF and Keytrade changed. Additionally, as a result of the jv, Keytrade was not able to pursue nitrogen-related business in North America. Following discussions, the principals of Keytrade have decided to purchase all of CF’s interest in the jv in order to allow Keytrade to execute its independent business plan.

"We have enormous respect for Melih Keyman and the rest of the Keytrade organization," said Tony Will, CF president and CEO. "We have a great working relationship and look forward to continuing to work with Keytrade as our preferred international trading partner."

"While our eight-year partnership has created value for both parties, under the new global supply scenario it is important for Keytrade to regain its full flexibility as a private company and be able to pursue the full range of attractive growth opportunities. Changed circumstances required us to exercise our options. We have enjoyed and benefitted tremendously from being partners with CF and look forward to working with them as before," said Melih Keyman, original founder, president and CEO of Keytrade AG.

Prior to this transaction, CF held a 50 percent interest in Keytrade and reported the financial results from CF’s share in the jv under Equity in Earnings of Non-Operating Affiliates—Net of Taxes.

PotashCorp confirms offer for K+S – Alert

Potash Corp. of Saskatchewan Inc. late June 25 confirmed that it has made a private proposal to K+S Aktiengesellschaft (K+S) to negotiate the acquisition of K+S by PotashCorp.

PotashCorp said there is no certainty that any offer will ultimately be made or as to the terms on which such an offer might be made.

PotashCorp said it does not intend to make any additional comments on this matter at this time unless and until it is appropriate to do so, or a formal agreement has been reached.

Locals say Magnida not halted – Alert

Local sources in Idaho tell Green Markets that the Magnolia Nitrogen Idaho (Magnida) project continues though the project has lost the backing of major investor Egypt Kuwait Holding (EKH). Kristen Jensen, the Power County economic developer, who has been working closely with Magnida on the project, said Magnida is working to secure equity financing from other sources. Magnida was not immediately available for comment.