August 25, 2010
Listed: TSX, NYSE
PotashCorp Shareholder Rights Plan Update
Saskatoon, Saskatchewan – As previously announced, Potash Corporation of Saskatchewan Inc.
(“PotashCorp”) adopted a Shareholder Rights Plan on August 16, 2010.
The Rights Plan is intended to ensure that in the context of a formal take-over bid, such as BHP Billiton’s
unsolicited offer to acquire all of the outstanding shares of PotashCorp for US$130 per share in cash, the Board
of Directors of PotashCorp has sufficient time to explore and develop alternatives to enhance shareholder value,
including competing transactions which are presently being considered or which might emerge in the future.
The Rights Plan enables potential acquirors to make a “Permitted Bid” without the approval of the PotashCorp
Board, so long as a bidder adheres to certain requirements consistent with the objectives of the Rights Plan noted
above. However, BHP Billiton chose not to make a Permitted Bid despite being in a position to do so.
As indicated in PotashCorp’s August 23, 2010 news release, after carefully considering the BHP offer with the
benefit of advice from its independent financial and legal advisors, the PotashCorp Board voted unanimously to
reject the BHP offer and unanimously recommends that PotashCorp shareholders reject the BHP offer and not
tender their shares. The PotashCorp Board further believes that the continued operation of the Rights Plan is in
the best interests of the Company and its shareholders and other stakeholders.
As is typical for shareholder rights plans adopted while an issuer is aware of an actual or potential take-over bid,
the TSX has deferred its consideration of the Rights Plan until the earlier of a decision by the appropriate
securities commission regarding the Rights Plan and shareholder ratification of the Rights Plan. However, this
does not affect the validity of the Rights Plan or the rights issued thereunder and the Rights Plan remains in full
effect notwithstanding the T