The Mosaic Company (NYSE:MOS) entered into a stock purchase agreement to acquire Vale Fertilizantes S.A. from Vale S.A. (BOVESPA:VALE3), Vale Fertilizer Netherlands B.V. and certain of its affiliates for $2.8 billion on December 19, 2016. Vale Fertilizantes S.A. will have the potential to earn an additional amount of up to $260 million to be paid in cash over the two-year period following closing if certain financial metrics are achieved. The Mosaic Company (NYSE:MOS) intends to fund the acquisition with $1.3 billion in cash, which the company plans to raise through the issuance of debt, and approximately 42.3 million shares of its common stock. The transaction excludes Vale's Cubatão-based nitrogen and non-integrated phosphate business, which is required to be carved out of Vale Fertilizantes prior to closing. If the agreement is terminated by Mosaic or Vale because Vale S.A. have not obtained certain specified third party consents within 75 days after the date of the agreement, Vale S.A. may be required to pay Mosaic a termination fee of $125 million.

Vale Fertilizantes had adjusted EBITDA of $459 million in 2015. Following the closing, Vale will have the right to designate up to two individuals, one of whom must be independent, for nomination to Mosaic's Board of Directors as long as it continues to meet certain ownership thresholds. The acquisition will add approximately 8,000 employees, bringing Mosaic's global headcount to approximately 17,000. Subject to limited exceptions, Mosaic shares to be issued to Vale may not be transferred for two years following the closing, after which time Vale will have customary registration rights. In connection with its minority interest, Vale has agreed to certain stand-still and lockup obligations, and to certain voting agreements. The transaction is subject to receipt of regulatory approvals and satisfaction of closing conditions, including the completion of the carve-out of the Cubatão-based production facilities from Vale Fertilizantes, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and antitrust approvals in Brazil and Canada, the achievement of certain other specified regulatory and operational milestones, the absence of any governmental restraint due to the recent water loss incident at Mosaic's New Wales facility in Florida that results in a reduction or suspension of operations or increased operating costs at the facility and would reasonably be expected to materially adversely impact Mosaic and its subsidiaries, taken as a whole, receipt of certain third party consents, The Mosaic Company shares shall have been authorized for listing on the New York Stock Exchange and other customary closing conditions. In February 2017 we received notice from the U.S. Federal Trade Commission that it had granted early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In May 2017, the transaction received regulatory clearance under the Competition Act (Canada). As on June 22, 2017, The Brazilian Antitrust Authority, CADE, considers that the acquisition of Vale Fertilizantes by Mosaic is complex, so it may request a largest term for analysis. As of July 31, 2017, the Brazilian Administrative Council of Economic Defense, or CADE, approved the transaction unconditionally. The transaction is expected to close in late 2017.

As of December 28, 2017, the transaction is expected to close on or about January 8, 2018 and the termination date is extended from December 31, 2017 to January 16, 2018. As of December 28, 2017, the deal was amended, under which, The Mosaic Company entered into a letter agreement to acquire Vale Fertilizantes S.A. from Vale S.A. (BOVESPA:VALE3), Vale Fertilizer Netherlands B.V. and certain of its affiliates for $2 billion. Under amended deal, Mosaic will pay $1.2 billion in cash and will issue 34.2 million shares as consideration.

The acquisition is expected to be accretive to Mosaic's earnings per share in 2018, generate over $80 million of after-tax synergies and provide substantial leverage to improvements in the crop nutrient business cycle. J.P. Morgan Securities and UBS Investment Bank served as financial advisors to Mosaic, and Eric M. Swedenburg, Sebastian Tiller, Leah Baucom, Elizabeth Romefelt, Mark Viera, Joe Kaufman, David Rubinsky, Alisa Tschorke, Monisha Bhayana, Rob Holo, Jasmine Hay, William Smolinski, Adeeb Fadil, Louise Kruger, Marcela Robledo, Krista McManus, Steve DeLott, Peter Thomas and Ellen Frye of Simpson Thacher & Bartlett LLP and Lobo & de Rizzo Advogados acted as legal advisors to Mosaic. P.H.F. König of Houthoff Buruma Coöperatief U.A acted as notary and Jeffrey S. Lewis, Benet J. O'Reilly, Aaron J. Meyers and Juan G. Giráldez of Cleary Gottlieb Steen & Hamilton LLP and Souza, Cescon, Barrieu & Flesch Advogados acted as legal advisors while Bank of America Merrill Lynch acted as financial advisor to Vale.


The Mosaic Company (NYSE:MOS) completed the acquisition of Vale Fertilizantes S.A. from Vale S.A. (BOVESPA:VALE3), Vale Fertilizer Netherlands B.V. and certain of its affiliates on January 8, 2018. Luciano Siani Pires has been elected to Mosaic's board of directors. On the Closing Date, Mosaic delivered 29,854,571 and 4,322,003 shares of its common stock to Vale and Vale Netherlands, respectively.