The Mosaic Company To Acquire ADM's Brazil And Paraguay Fertilizer Distribution Business

Acquisition Accelerates Mosaic's Previously Announced Brazil Growth Strategy

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Apr 15, 2014, 12:28 ET

PLYMOUTH, Minn., April 15, 2014 /PRNewswire/ -- The Mosaic Company (NYSE: MOS) signed definitive agreements today with Archer Daniels Midland Company (NYSE: ADM) to acquire its fertilizer distribution business in Brazil and Paraguay for $350 million. The purchase price assumes the delivery of $150 million in working capital at closing. This acquisition is expected to significantly accelerate Mosaic's previously announced growth plans in Brazil as well as replace a substantial amount of planned internal investments in that country. Under the terms of the agreement, Mosaic would acquire four blending and warehousing facilities in Brazil, one in Paraguay and additional warehousing and logistics service capabilities.

The acquisition of ADM's fertilizer distribution business would increase Mosaic's annual distribution in the region from approximately four million metric tonnes to about six million metric tonnes of crop nutrients. In addition to the acquisition, Mosaic is in process of completing approximately $100 million in projects including expansion of the company's port terminals, plants and production capabilities.

"The addition of ADM's fertilizer distribution business in Brazil and Paraguay facilitates two critical strategic priorities for Mosaic. It enhances our global growth strategy and expands our market access," said Mosaic President and Chief Executive Officer James T. Prokopanko. "This acquisition provides a critical distribution platform in one of the world's fastest growing agricultural regions, and it complements our other recent strategic initiatives, including our joint venture in Saudi Arabia, our recent acquisition of CF Industries' phosphate business and our ongoing potash expansion program."

"Acquiring ADM's fertilizer distribution business accelerates our existing growth plans in Brazil and provides access to new customers throughout the country and in Paraguay," said Tobias Grasso, Mosaic's Country Manager in Brazil. "We will gain scale and operating efficiencies through this acquisition, as well as a talented group of employees who will join our team."

The parties have also negotiated the terms of five-year fertilizer supply agreements providing for Mosaic to supply ADM's fertilizer needs in Brazil and Paraguay.

Mosaic will fund the acquisition with cash from operations. The transaction is not expected to impact Mosaic's shareholder distribution plans. The proposed sale will be contingent on customary regulatory approvals.

About The Mosaic Company

The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the Company is available at www.mosaicco.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the acquisition and assumption of certain related liabilities of the fertilizer distribution business in Brazil and Paraguay of Archer Daniels Midland Company ("ADM") and the fertilizer supply agreements with ADM; the benefits of the transactions with ADM; other proposed or pending future transactions or strategic plans and other statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company's management and are subject to significant risks and uncertainties. These risks and uncertainties include but are not limited to risks and uncertainties arising from difficulties with failure to complete the proposed acquisition with ADM, unexpected delays in completion of such transaction, realization of the benefits of the transactions with ADM, including the risks that the acquired assets may not be integrated successfully or that the cost or capital savings from the transactions may not be fully realized or may take longer to realize than expected; customer defaults; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; changes in foreign currency and exchange rates; international trade risks and other risks associated with Mosaic's international operations; changes in government policy; changes in environmental and other governmental regulation, including greenhouse gas regulation; the effectiveness of the Company's processes for managing its strategic priorities; reduction of Mosaic's available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund share repurchases and strategic investments; and other risks and uncertainties reported from time to time in The Mosaic Company's reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.

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