Notable Mergers and Acquisitions of the Day 08/20: AGU, BHP/POT, NOK

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AGU Hot Sheet

Overall Analyst Rating:
BUY ( Down

Down)

Dividend Yield: 1.1%
Revenue Growth %: +122,950.8%

Agrium Inc (NYSE: AGU) announced today that it has entered into a definitive agreement (the "Agrium Agreement") with AWB Limited ("AWB") to acquire all the shares of AWB at a price of A$1.50 per share.

"The combination of Agrium and AWB provides significant strategic and financial benefits to a wide array of stakeholders. We are particularly excited about the future of working with AWB employees to reinvest in the business and bring a greater choice of products and services to AWB's grower customer base," stated Agrium President and CEO Mike Wilson.

AWB has advised Agrium that its Board considers the Agrium proposal superior to the proposed merger with GrainCorp Limited. Under AWB's existing agreement with GrainCorp, AWB is required to provide three clear days notice to GrainCorp before changing or withdrawing their recommendation. The waiting period expires Monday (Calgary time) and Agrium anticipates that AWB will recommend the Agrium transaction at that time.

The Agrium transaction is currently envisaged to be executed via a Scheme of Arrangement and is subject to the conditions precedent typically included in transactions of this type.

AWB currently has 817,304,356 shares and 7,043,858 performance rights issued which the Agrium Agreement is based upon, resulting in a purchase price of A$1.237-billion.
BHP Billiton (NYSE: BHP) today announced that an indirect wholly-owned subsidiary of BHP Billiton Plc, BHP Billiton Development 2 (Canada) Limited (the "Offeror"), has commenced the previously announced offer to acquire all of the issued and outstanding common shares of Potash Corporation of Saskatchewan Inc. (NYSE:POT), at a price of US$130 in cash per PotashCorp common share (the "Offer"). The Offer values the total equity of PotashCorp at approximately US$40 billion on a fully-diluted basis.

The Offer represents an attractive premium of 20 per cent to the closing price of PotashCorp’s shares on the NYSE on 11 August 2010, the day prior to BHP Billiton’s first approach to PotashCorp. It is also a premium of 32 per cent and 33 per cent to the volume weighted average trading prices of PotashCorp’s shares on the NYSE for the 30-trading day and the 60-trading day periods ended on the same date, respectively.

The Offer is open for acceptance until 11:59 p.m. (Eastern time) on 19 October 2010, or such later date or dates as may be fixed by the Offeror unless the Offer is withdrawn.
Nokia (NYSE: NOK) today announced it has signed an agreement to acquire Motally Inc., a privately-held US-based company. Motally's mobile analytics service offers in-application tracking and reporting, and is designed to enable developers and publishers to optimize the development of their mobile applications through increased understanding of how users engage. The service offering is planned to be adapted for Qt, Symbian, Meego and Java developers, and Nokia plans to continue serving Motally's existing customer base.

"The acquisition underpins Nokia's drive to deliver in-application and mobile web browsing analytics to Ovi's growing, global eco-system of developers and publishers, enabling partners to better connect with their customers and optimize and monetize their offering," said Marco Argenti, Vice President, Media, Nokia.

Motally currently employs a team of eight people.

The transaction is subject to customary closing conditions and is expected to close during the third quarter of 2010.