CF rejects latest Agrium offer; shareholders should demand CF go to table, says Agrium

CF Industries Holdings Inc. said late on May 15 that its board of directors has rejected Agrium Inc.’s latest revised offer to acquire all outstanding shares of CF Industries. Following a review of Agrium’s latest revised offer with management and its legal and financial advisors, the CF board concluded that the offer continues to substantially undervalue CF and is not in the best interest of CF stockholders.

Agrium’s latest revision to its offer added $5.00 in cash per share, which CF says is only $0.58 above the $4.42 per share increase in CF’s cash position during the first quarter of this year. CF noted that since Feb. 24, 2009, the day before Agrium made its initial offer, the overall stock market is up significantly, and there has been an increase of 36.9 percent in the average stock price for the peer group. With the latest revised offer, the nominal value of Agrium’s offer has increased by only 22.5 percent since it was first made, said CF.

“Our board and management team are committed to providing superior value to our stockholders,” said Stephen Wilson, CF chairman, president and CEO. “Agrium has not significantly changed the terms of its offer since it was first made and the board believes that the offer continues to substantially undervalue CF Industries. The board concluded that the continued execution of its strategic plan, including the company’s proposed business combination with Terra Industries, will deliver superior value to CF Industries stockholders.”

Agrium responded to CF’s latest rejection on Monday, May 18.

“The inescapable fact is that Agrium’s offer, which provides a premium of nearly 60 percent to CF’s share price on the day prior to our initial offer, delivers more value to CF stockholders than any of the strategic alternatives articulated by CF, including remaining independent or acquiring Terra Industries,” said Agrium President and CEO Mike Wilson. “CF’s unsupported assertions to the contrary do not change this reality. The fact that CF will not engage with us reinforces our belief that, left on its own, CF will not act in the best interests of its stockholders. It’s now up to CF stockholders to protect their own interests by demanding that CF come to the table to negotiate a mutually beneficial merger agreement with Agrium.”

Agrium’s Wilson said that the company has tried to talk with CF management, with no success. “?ǪWe didn’t call because we didn’t think we’d get our calls returned,” said Wilson, speaking May 14 at the BMO Capital Markets 2009 Agriculture, Protein and Fertilizer Conference. “We’re now calling and the calls are getting returned saying we don’t want to talk to you. So, you know, that’s behind us.”

As to why Agrium did not put forth a slate of candidates for the CF board at CF’s recent shareholders meeting, Wilson said that at the time to nominate the slate, Agrium did not have its financing in place. He said the company moved on CF once it got the financing.

Regarding suggestions that Agrium is simply trying to mess up CF’s proposal to acquire Terra Industries Inc., Wilson said “We have very good value on the table. We’re determined. We’re committed.” He said the company doesn’t hire bankers and line up $1.4 billion in financing for nothing. “We don’t go to all this effort just to entertain ourselves.”

FNA moves aggressively into Canada fertilizer market, angers some agri-retailers

Farmers of North America (FNA), an 8,000-member farmers’ cooperative headquartered in Saskatoon, Sask., is moving more aggressively into the fertilizer market in Canada ?Çô and stirring up anger among some agri-retailers who resent its business tactics.
FNA has been supplying its members with competitively-priced products since the 1990s. It charges an annual membership fee of $625 for new members, but the fee structure varies depending on the length of time of membership. One of its initial successes was to import a generic glyphosate herbicide called ClearOut®, which offered Canadian growers a cheaper alternative to RoundUp®.
FNA first made fertilizer news two years ago when it brought in a vessel carrying 10,000 mt of Russian ammonium nitrate to the Port of Churchill in Manitoba to supply farmers in Western Canada (GM Oct. 22, 2007). The move set off alarms among some in the Canadian fertilizer industry, however, including the Canadian Association of Agri-Retailers (CAAR), who argued that retailers were better equipped to keep AN secure from would-be terrorists than growers storing the fertilizer in bulk quantities on their farms. FNA countered that CAAR’s claims were based less on security issues and had more to do with control and distribution (GM March 10, 2008).
Now, in addition to AN, crop protection products, fuel, feed, and a wide range of farm equipment, FNA is supplying imported urea, UAN, MAP, and a blended 16-16-16 fertilizer to its members, and is extending its reach into Eastern Canada. According to a May 15 press release, FNA has launched a “major expansion into Quebec at the request of farmers operating in the province,” and has partnered with Pro Ethanol of Varrenes to provide customer service and products to FNA members.
While ammonium nitrate and urea have been offered in prior years, this is the first year FNA has marketed MAP and UAN to its members. After the unprecedented high levels that fertilizer prices reached in 2008, FNA says its direct-to-farm sales approach is gaining traction among growers looking for lower cost inputs. “In Quebec, we have quadrupled our membership in the last four months based solely on our ability to give them access to competitively-priced fertilizer,” Glenn Caleval, executive consultant for FNA, told Green Markets. “It hasn’t been fertilizer-driven until this year specifically.”
FNA’s May 15 press release cites a Quebec grower, Gerard Keurenties of Henryville, as saying FNA will save him $100/mt on some 150 mt of urea alone this spring, for a total cost savings of more than $15,000. Quebec farmers have been “victims of price discrimination,” Caleval said. “The predatory pricing models tolerated for too long will come to an end if farmers are willing to organize into the business alliance that is FNA.”
Caleval offered no particulars on overall fertilizer volumes being transacted by FNA, saying that doing so would allow “non-competitors too much understanding of how much we’re doing.” He said the majority of the fertilizer is sold before it is actually purchased. Members agree to tonnage commitments, and then FNA’s “negotiating team” goes out to secure the best deal in the global marketplace.
FNA’s fertilizer success this year is being driven in part by hardships at the ag retail level, not the least of which is the presence of lots of “toxic inventory,” as one traditional retailer described the high-priced fertilizer tonnage, booked last year when replacement costs were at historically high levels, that is currently owned by dealers.
“It’s been a difficult environment for retailers and wholesalers,” said an Ontario fertilizer industry source. “Consumption is down dramatically at best on P and K in particular. It’s a scenario fraught with difficulties at all levels. And on top of that, we didn’t have a season that breaks early and runs hard.
“Ther

TFI steps up efforts to sway debate over climate change legislation

The Fertilizer Institute last week stepped up its pressure on Congress to enact industry-friendly climate change legislation, first by participating in a briefing about climate change policy held by the House Agriculture Committee Legislative Assistants on May 18, and following that with a letter to House Energy and Commerce Committee Chairman Henry Waxman (D-Calif.) outlining the industry’s concerns with certain climate change proposals currently under consideration.

The May 18 panel discussion was organized as a follow-up to an information gathering questionnaire conducted by House Agriculture Committee Chairman Collin Peterson (D-Minn.). Speaking on behalf of TFI members, William Herz, TFI’s vice president of scientific programs, said Congress should carefully assess the design of a carbon reduction program and take into consideration fertilizer’s role in food production.

“Fertilizer is an energy intensive industry and segments of the fertilizer industry are both greenhouse gas (GHG) or energy intensive and trade intensive,” Hertz said. “As a result, our farmer customers – the nation’s agricultural producers – must be an integrated part of the offset market.” Herz said the fertilizer industry has achieved great energy efficiency reductions over the last 20 years and is committed to reducing its environmental footprint, but is currently approaching a theoretical maximum in energy conservation that is limited not by ingenuity or technology, but by the laws of chemistry.

“Low cost opportunities to produce nitrogen fertilizer exist in nations with inexpensive natural gas, reduced labor and environmental costs, and most importantly relaxed or no climate change policies in place or on the horizon,” he said. “As such, moving more fertilizer production overseas to less efficient producers would actually have a negative effect on global GHG emissions and climate change. This represents the worst possible scenario: a net increase in GHG emissions and the loss of thousands of high-paying domestic jobs.”

Herz highlighted industry successes in reducing emissions, including low-till or no-till farming techniques and best management practices that reduce nitrous oxide emissions from the field. “TFI believes that any future climate change policies should reward farmers for the use of these science-based practices utilizing the 4R nutrient stewardship system,” Herz said. “This site-specific, science-based system has received the support of the American Society of Agronomy’s Certified Crop Advisor program and, in addition to protecting the environment, ensures that farmers achieve profitability, while providing a sustainable food supply.”

On May 19, TFI President Ford West sent a letter to Rep. Waxman criticizing a proposed climate change allowance allocation program, which is designed to provide transition assistance to energy-intensive industries by helping to cover increased costs related to climate change programs. West said the program’s allowances to the fertilizer industry would not be sufficient to ensure global competiveness for U.S. fertilizer producers.

“Absent dramatic changes, the current allocation program will render the U.S. nitrogen industry uncompetitive, and threatens to force fertilizer production overseas to countries that do not regulate emissions, resulting in a loss both for the economy and for the cause of reducing CO2 emissions,” he said.

West highlighted fertilizer’s role in food production, stressing that fertilizers are responsible for 40-60 percent of the world’s food supply and that global food security cannot be attained without the use of commercial fertilizers. Noting that natural gas accounts for 70-90 percent of the cost of producing nitrogen fertilizer, West said natural gas pricing and volatility since the late 1990s has resulted in the U.S. fertilizer industry permanently closing 26 nitrogen plants, with U.S. farmers now relying on imports for 55 percent of their nitrogen fertilizer needs.

West said that between 1983 and 2006, the U.S. fertilizer industry reduced the amount of natural gas used to produce a ton of ammonia by 11 percent, with EPA estimating that U.S. nitrogen producers reduced GHG emissions by 4.5 million tons of CO2 equivalent from 1990 to 2006. “Unfortunately, the U.S. fertilizer industry is given no credit under the Waxman bill for the impressive early action it took to reduce its carbon footprint,” the letter states.

West warned that once aggressive GHG emissions policies are enacted domestically, the U.S. fertilizer industry “will be placed in a severe competitive disadvantage” to producers from countries with no carbon reduction policies or countries where governments have adopted or drafted policies that aim to fully protect their energy-intensive/trade-intensive industries, including fertilizer. “U.S. producers will face a stark choice of losing market share to imports or moving production overseas – neither choice is good for the U.S. economy, the environment or U.S. food security,” he said.

“The U.S. fertilizer industry provides high paying jobs to hardworking Americans in manufacturing plants, retail and wholesale businesses and in a host of related industries such as rail, barge and truck transportation,” the letter concludes. “It is therefore critical that any climate change policy does not jeopardize the domestic fertilizer industry that is such a vital link in food production, food security and the U.S. economy.”

Simplot can resume mine preparation

U.S. Magistrate Mikel Williams has ruled the J.R. Simplot Co. can resume clearing trees, removing topsoil, constructing roads, and installing utilities, effective Friday, May 22, as Simplot prepares to enlarge its Smoky Canyon phosphate mine – dealing a setback to environmentalists trying to block the mine’s expansion in the Caribou/Targhee National Forest.

On April 10, the 9th U.S. Circuit Court of Appeals temporarily halted preparatory work for the mine’s expansion in Caribou County, not far from Afton, Wyo., after the Greater Yellowstone Coalition, Natural Resources Defense Council, Sierra Club, and Defenders of Wildlife argued it would contaminate nearby waterways, harm wildlife, and damage roadless areas.

The three-judge panel remanded the case back to Williams, who declined last November to issue a preliminary injunction blocking the mine’s expansion, upholding the U.S. Forest Service and Bureau of Land Management, who approved it. The federal appellate justices found the environmental groups had not established a likelihood of irreparable harm from potential selenium contamination.

On April 12, Simplot attorneys filed a motion to lift the temporary stay and requested an expedited proceeding. The Smoky Canyon mine provides 1.5 million tons of phosphate annually to Simplot’s Pocatello fertilizer plant. Company officials have said the mine’s reserves will be exhausted by 2010 if the company is not allowed to expand onto two forest parcels.

“Stopping work in the middle of a project like this poses problems of preserving the existing work, preventing erosion from untended work, and causes impacts to the workers and to the third-party contractors who have been performing the timbering and well drilling activities,” the lawyers said.

Simplot notes the two forest panels into which it plans to expand the mine will affect only .05 percent of the 2.7 million acres of the entire Caribou-Targhee National Forest. The phosphate industry pays up to $5 million in royalties to the federal government, some of which is returned to Idaho.

Intervening on April 20 in support of lifting the temporary stay were United Steelworkers Local 632; the Idaho Farm Bureau Federation; the cities of Pocatello, Chubbuck, Soda Springs, and Afton; and Bannock, Power, Caribou, and Lincoln counties.

Two groundwater wells required by the Idaho Department of Environmental Quality are to be installed over the next 90 days. Roads and drill pads for the wells have been completed. Road construction activity was halted by the temporary stay. Simplot will crush 160,000 cubic yards of rock to finish the grade. It will harvest 100 acres of timber, and 44 acres will be cleared of vegetation. Within the 44 acres, Simplot will salvage and stockpile 150,000 cubic yards of topsoil for future reclamation. About 450,000 yards of overburden would then be removed.

Williams is scheduled to issue a final ruling on the merits of an overall lawsuit to block the mine’s expansion by Aug. 4. An EarthJustice attorney representing the environmental groups said he intends to appeal Williams’s May 13 ruling on the temporary stay to the 9th Circuit and ask the court to expedite its ruling prior to May 22.

In his May 13 ruling, Williams noted the mine preparation work is only 800 yards from an existing mine that is six miles long and encompasses 2,600 acres of federal phosphate mineral leases. There also are thousands of acres still available for recreational activities in the Sage Creek area.

“This would suggest the harm claimed by plaintiffs is not irreparable. First, this is in a designated phosphate mining area leased to Simplot, and it will be reclaimed after mining operations are completed. Second, until this area is reclaimed after mining operations have ceased, there are far more pristine areas available for the plaintiffs’ stated purposes than this particular area. However, even assuming that it were irreparable, plaintiffs would still need to demonstrate that the balance of harms tipped sharply in their favor,” Williams stated.

“The hardships to a relatively few plaintiffs simply does not compare with the harm to Simplot, the other intervener-defendants, the struggling economies of southeastern Idaho city and counties, and possibly the national interest as well.”

Terry Uhling, Simplot senior vice president and general counsel, said he hopes Williams’s decision, the second in favor of mine expansion since November, will end legal maneuvering that has prevented opening new sections of the Smoky Canyon Mine.

“During the past 10 years, we have shown in court and in many public meetings that expansion at Smoky Canyon is environmentally sound and provides the country with a mineral that is considered vital to national interests. We have also proven that continued operation of the mine is economically important for the many communities that provide employees for the mine operations and the fertilizer manufacturing plant in Pocatello,” Uhling said.

Simplot Company President and CEO Larry Hlobik said Simplot looks forward to moving ahead with site work and the start of mine expansion. “Hopefully, this marks an end to the roadblocks and the threat to our local economies, and allows us to continue the important work of delivering nutritional requirements for the world’s increasing population,” Hlobik said.

PotashCorp extends curtailment program; buyers/sellers in standoff before IFA

PotashCorp on May 20 indicated its intention to curtail 2009 potash production by an additional 400,000 mt, bringing the total reductions in production to 3.9 million mt year-to-date and 4.8 million mt for the 2008/09 fertilizer year.

“Our commitment to our long-held potash strategy remains rock solid,” said PotashCorp President and CEO Bill Doyle. “While short-term demand deferrals are uncomfortable, we always manage with a long-term view. Demand will inevitably return, and – regardless of when that happens – we will be patient and preserve our assets until they are needed.”

PotashCorp makes this announcement as major global potash buyers and sellers are expected to meet at the IFA meeting in Shanghai. Doyle expects major agreements with China and India to come before the end of the second quarter. He told analysts last week that the Chinese are expected to buy product once their inventory levels drop to 2 million mt. Assessments are they may be around 3 million mt now.

Doyle also expects China to rebound next year, saying they may double their take or go as high as 13.7 million mt. He expects China to take about 5 million mt this year, or about the same as last year, which would be another year below their trend line.

Harry Wang, Sinofert Holdings senior vice president and executive director, speaking at the BMO Capital Markets Agriculture, Protein and Fertilizer Conference on May 14, said that China’s normal usage is about 10 million mt, and that it took 9.5 million mt in imports in 2007 and 5.5 million mt in 2008. He said that about 3.5 to 3.8 million comes from domestic Chinese production, with the remainder coming from imports. He said China realizes that it will need to import some 70 percent of its potash for years to come. While it hopes to become self sufficient in the product, as it is in nitrogen and phosphate, he said the goal is about a 10 percent increase in domestic production per year. While current use is 10 million mt, he said that Chinese farmers need to use more potash and use 22-23 million mt per year.

Like U.S. farmer psychology, Wang said the Chinese also expect potash prices to drop as they have with nitrogen and phosphate. He noted that a Chinese potash producer recently dropped its prices about $100/mt, to $485/mt. He said such a drop has a definite impact on negotiations as it makes it difficult to increase prices.

Doyle said India is in a more dire situation regarding potash than China, which might prompt it to conclude its contracts first. Still, he predicts Indian imports may be down in 2009, to 5 million from 2008’s 6.3 million mt. He expects India to rebound again to 6.3 million mt in 2010.

Doyle, like other producers, is adamant that prices must remain firm or higher so that the industry can build brownfield and greenfield projects that are going to be needed for future demand.

The U.S. retail potash pipeline should be about 95 percent empty by June 30, according to Doyle, speaking to an analysts meeting May 20. He said refill should begin in July-August, and that there will be no price cuts to encourage it. Doyle said with about a 35 percent drop in consumption this fertilizer year, corn acreage and potash use should be up in the next fertilizer year. He added that corn acreage could hit 90 million acres, up from an expected 82-84 million this year.

PHI reports $11.6 M 1Q loss, spring season did not develop, says CEO

Phosphate Holdings Inc. (PHI), the owner of Mississippi Phosphates Inc., reported a loss of $11.6 million ($1.51 per diluted share) on sales of $54.2 million for the first quarter ending March 31, 2009, compared to year-ago net income of $10.9 million ($.86 per share) and $67 million, respectively. Of sales, actual DAP sales were $52.9 million, versus the year-ago $61.6 million.

PHI said the first quarter was materially impacted by inventory write-downs of $9.3 million and recording unrealized losses on firm raw material purchase commitments of $6 million.

PHI had an operating loss of $18.3 million, down from the year-ago operating income of $10.9 million.

“The first quarter of 2009 was another difficult period for the company,” said PHI CEO Robert Jones. “Uncertainties regarding the overall economy, the availability of credit, the direction of grain prices, spring weather conditions and the high-cost fertilizer inventory in the supply chain all impacted both the movement and price of DAP. While we saw some product demand reappear mid-quarter, it was substantially limited to the export market, particularly, India.

“During the first quarter of 2009, approximately 83 percent of our DAP sales were into the international market,” continued Jones. “During the quarter, we operated our facilities at approximately 50 percent of capacity, with our principal goal of converting existing phosphate rock inventories into DAP in order to meet liquidity needs. We utilized borrowings under our credit facilities, income tax refunds and proceeds from a major sales transaction to sustain our operations. As of the date of this release (May 19, 2009), we have approximately $1.0 million in cash and no borrowings under our credit facility.

“During the first quarter of 2009, the company benefited from lower sulfur costs. However, these reduced costs were offset by rising ammonia cost. Sulfur costs settled (C&F Tampa) at zero in the first quarter of 2009, while ammonia prices increased from $125 per metric ton to $318 per metric ton. Since the end of the first quarter, DAP prices continue to decline from a level of approximately $375 per metric ton to $312 per metric ton (FOB U.S. Gulf).

“DAP prices and demand remain depressed and the U.S. spring season simply did not develop, and it appears that phosphate fertilizer applications will be down approximately 25 percent in the 2008/2009 fertilizer year, compared to prior-year applications,” said Jones. “Such a cutback in application rates will likely deplete soil nutrient levels requiring above-normal application rates in the 2009/2010 fertilizer year. We are continually evaluating opportunities to improve our liquidity position to ensure that we position ourselves for the inevitable rebound in phosphate demand and pricing. While near-term challenges persist, the long-term fundamentals for global phosphate demand remain positive.”

ICL Fertilizer sees big income, sales drop; income remains in plus column

Israel Chemicals Ltd.’s ICL Fertilizers saw a huge drop in operating income and sales during the first quarter ending March 31, 2009. Operating income was $138.8 million on sales of $371.1 million, compared to the year-ago $407.4 million and $952.9 million.

ICL cited a sharp decline in quantities sold as well as lower phosphate prices, which were somewhat offset by higher potash prices, decreases in shipping and energy costs, and the depreciation of the shekel in terms of the dollar. Efficiency measures also helped reduce the impact of lower sales.

Toward the end of the first quarter, ICL said global demand for fertilizers increased somewhat, reflecting a renewal of activity in Brazil and some other markets. It said fertilizer inventories were reduced in the country and demand was picking up due to higher soy prices and the devaluation of the local currency. ICL added that said potash demand in Southeast Asia, particularly in Indonesia and Malaysia, was up due to higher palm oil prices.

Going forward, despite the current global economic crisis and continued relative weakness of the short-term market demand, the company said long-term fertilizer fundamentals remain positive. ICL says it has intensified its cost savings and efficiency programs, and that it is taking advantage of its virtually-unlimited outdoor storage capacity at the Dead Sea to stockpile potash for future sales. It also continues to manufacture at normal levels.

Company-wide, Israel Chemicals had first-quarter net income available to shareholders of $158.8 million on sales of $898.5 million, versus the year-ago $346.7 million and $1.53 billion, respectively. Operating income was $205.6 million, down from the year-ago $465 million. EBITDA was $259.3 million, down from $507.9 million. As with ICL Fertilizer, volumes were off at the company’s other segments ?Çô ICL Industrial Products and ICL Performance Products.

On May 4, the company paid a dividend totaling $175 million in respect of its 2008 results. The company on May 20 declared that a dividend of $100 million will be paid on June 17, 2009, with respect to the first quarter results.

Agrium to build new ESN plant

Calgary-Agrium Inc. said May 21 that it will proceed with construction of a new facility for production of its branded polymer-coated nitrogen product, ESN®, which has been specifically designed for the agricultural markets. New Madrid, Missouri, has been selected as the home of the new ESN® facility. “We are excited about the opportunity to increase our production capacity of ESN® so that we can continue to meet the growing demand for this unique product. We selected New Madrid due to its great access to markets, its skilled workforce and its location on the Mississippi River, making it ideally suited for our business,” said Andrew Mittag, President, Agrium Advanced Technologies. The coating facility will have an annual production capacity of 120,000 tons, and has been designed such that capacity could be doubled in the future. The incremental capacity will bring total Agrium ESN® production capacity to 360,000 tons at three separate locations. Agrium also produces ESN at Calgary, Alberta, and Sylacauga, Ala. All plans will be finalized shortly, and groundbreaking on the new facility is expected to begin in early June 2009. The plant is expected to cost approximately $36 million, be operational in 2010, and have 18 full-time employees.

Commission increases Sasol penalty

Johannesburg-The South Africa Competition Commission meeting last week increased penalties to be paid by Sasol Chemical Industries Ltd., from the previously reported R188 million (US$22.4 million) (GM May 11, p. 12) to R250.7 million (US$30 million). The Commission said the amount is approximately 6-8 percent of the turnover of the Sasol Nitro division. “The Competition Commission hopes to encourage early and substantive cooperation,” said Commissioner Shan Ramburuth. “While it is commendable that Sasol’s ongoing internal review has uncovered conduct substantiating our findings, this conduct should have been uncovered when the Commission initiated its investigation five years ago and certainly prior to the settlement agreement signed earlier this month.” In addition, the Commission said it has identified additional related conduct that goes to the heart of the Commission’s collusion case. This includes meetings of Sasol Nitro, Omnia Holdings Ltd., and Yara (Kynoch). Omnia responded last week by saying that the investigation has raised extremely complex issues and that the allegations against Sasol were more numerous and wide-ranging than those against Omnia. The company said it would continue to defend itself while cooperating with authorities. Yara International ASA pointed out that Yara South Africa Ltd. completed the takeover of the former Kynoch Fertilizer Ltd. operation in 2001 and did a complete turnaround in management in 2005-2006, including rebranding to Yara. “Yara maintains its position of no wrongdoing,” a spokesman told Green Markets. It said it will continue its own internal investigation and is actively cooperating with the Commission.

Viterra and ABB Grain to merge

Regina-Canada’s Viterra Inc. and Australia’s ABB Grain Ltd. announced May 19 that they have signed an implementation agreement under which Viterra proposes to acquire all the issued and outstanding shares in ABB for a mixture of cash and scrip via a scheme of arrangement, which will be subject to shareholder and court approval. Both companies are in the grain and fertilizer business. The transaction, valued at approximately A$1.6 billion (C$1.4 billion based on the closing share price of CAD$8.84 per Viterra share on May 15, 2009, the last trading day in Viterra shares prior to this announcement, and an Australian dollar:Canadian dollar exchange rate of 0.8901), is comprised of a combination of cash and shares, including a special dividend to be paid by ABB. The ABB directors unanimously recommend that ABB shareholders vote in favor of the proposed scheme of arrangement, in the absence of a superior proposal and subject to an independent expert concluding that the proposal is in the best interests of ABB shareholders. The transaction has also been unanimously approved by the Viterra board.

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