Nutrien Ltd., Saskatoon, on Jan. 2 announced the successful completion of the merger of equals between Agrium Inc. and Potash Corp. of Saskatchewan Inc. The two companies said Dec. 27 that they had achieved all of their government approvals, the last one being the U.S. Federal Trade Commission (FTC), and were slated to complete the merger Jan. 1, 2018.
“Today we are proud to launch Nutrien, a company that will forge a unique position within the agriculture industry,” said Chuck Magro, Nutrien president and CEO. “Our company will have an unmatched capability to respond to customer and market opportunities, focusing on innovation and growth across our retail and crop nutrient businesses. Importantly, we intend to draw upon the depth of our combined talent and best practices to build a new company that is stronger and better equipped to create value for all our stakeholders.”
Nutrien common shares began trading on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol NTR on Jan. 2. Trading of common shares of Agrium and PotashCorp was halted on the two exchanges concurrently with the listing of Nutrien. The merger of equals resulted in PotashCorp shareholders receiving 0.40 common shares of Nutrien for each common share of PotashCorp they owned, and Agrium shareholders receiving 2.23 common shares of Nutrien for each common share of Agrium they owned.
Nutrien said it now has the world’s largest crop nutrient production portfolio, combined with a global retail distribution network that includes more than 1,500 farm retail centers. The company has nearly 20,000 employees, and operations and investments in 14 countries.
Nutrien expects to generate US$500 million of annual operating synergies, primarily from distribution and retail integration, production and SG&A optimization, and procurement savings. It expects to achieve approximately US$250 million of these synergies by the end of 2018, with the full annualized run-rate achieved by the end of 2019.
As for the $500 million in synergies, the Canadian press cited CIBC analyst Jacob Bout as saying Nutrien had likely been “sandbagging” on the $500 million figure, saying another $100 million could come should Agrium boost its retail footprint to a 33 percent share of the U.S. market instead of the current 19 percent. He also predicted the company could see another $125 million in savings by reorganizing its potash assets. To date, CIBC had not commented on the merger, as it had been advising Agrium. It assigned Nutrien an “outperformer” rating and set a 12-month price target of US$62.00 per share. Nutrien began trading on Jan. 2 on the NYSE at $52.60 settling after the first day at $54.75. It closed Jan. 4 at $55.55.
In other synergy news, Nutrien said last week that it still has some time to develop synergies in one of the targeted areas –phosphates. Nutrien is looking to source phosphate rock or phosphoric acid from a PotashCorp facility for use in its Redwater, Alta., phosphate plant. However, the company noted last week that its current phosphate rock supply agreement with OCP of Morocco does not expire until the end of 2018, giving the company a year to weigh its options.
Nutrien said with the major capacity expansion projects complete, expected proceeds from the divestiture of equity investments, and significant cash flow generation capability, it will have the flexibility to invest in focused growth initiatives and return excess capital to shareholders, while also prioritizing a strong investment grade credit rating profile.
As a condition for its merger, Nutrien must sell PotashCorp’s minority stakes in Sociedad Quimica y Minera SA (SQM) and Arab Potash Corp. within 18 months, and within Israel Chemicals Ltd. (ICL) within nine. S&P Global Ratings currently values these assets at over US$6 billion. In addition, as requested by the FTC, Nutrien will be pulling in over US$100 million from the sale of Agrium’s Conda phosphate operations to Itafos, and North Bend, Ohio, nitric acid assets to Trammo Inc. (GM Nov. 10, 2017). The FTC said these two deals must be completed within ten days of closing of the merger.
Nutrien also intends to target a stable and growing dividend that reflects the anticipated strengthened cash flow profile of the company. The company will provide guidance for the 2018 fiscal year in connection with the reporting of fourth quarter 2017 results of each Agrium and PotashCorp on Feb. 5, 2018.
Nutrien said top leadership is split 50-50 between the two companies. In addition to Magro, Nutrien’s senior leadership team also includes Wayne Brownlee, executive vice president and CFO, and Steve Douglas, executive vice president and chief integration officer. Additional members include: Harry Deans, executive vice pPresident and president, Nitrogen; Michael Frank, executive vice president and president, Retail; Kevin Graham, executive vice president and president, Sales; Susan Jones, executive vice president and president, Phosphate; Lee Knafelc, executive vice president and chief sustainability officer; Leslie O’Donoghue, executive vice president and chief strategy & corporate development officer; Joe Podwika, executive vice president and chief legal officer; Brent Poohkay, executive vice president and chief information officer; Raef Sully, executive vice president and president, Potash; and Mike Webb, executive vice president and chief human resources officer.
The company is officially headquartered in Saskatoon, but will have offices in Calgary, Agrium’s headquarters. Magro will work out of both offices and have residences in both cities. Nutrien, responding to concerns last week by Saskatchewan officials that the province might lose jobs as a result of the merger, were reassured by the company that it will receive a net increase. More details are expected to be released in the first quarter.
Nutrien’s board of directors has equal representation from Agrium and PotashCorp. Former PotashCorp President and CEO Jochen Tilk will serve as the executive chair, with former Agrium Chairman Derek Pannell as the board’s independent lead director. Other board members include Magro, Christopher Burley, former managing director and vice chairman of Energy for Merrill Lynch Canada Inc.; Maura Clark, former president of Direct Energy Business, a unit of Direct Energy LP; John Estey, another former chairman of PotashCorp; David Everitt, chairman of Harsco Corp. and its former interim CEO and retired president, Agricultural Division of Deere & Co.; Russell Girling, president and CEO of TransCanada Corp. and TransCanada PipeLines Ltd.; Gerald Grandey, former CEO of Cameco Corp.; Miranda Hubbs, former executive vice president and managing director of McLean Budden Ltd.; Alice Laberge, former president and CEO of Fincentric Corp.; Consuelo Madere, president and founder of Proven Leader Advisory LLC and a former executive officer of Monsanto Co; Keith Martel, CEO of First Nations Bank of Canada; Anne McLellan, director of the Edmonton Community Foundation and senior advisor at the law firm of Bennett Jones LLP; Aaron Regent, founding partner of Magris Resources and chairman and CEO of Niobec Inc.; and Mayo Schmidt, president and CEO of Hydro One Ltd. and the former president, CEO, and director of Viterra Inc.