POTASHCORP BOARD OF DIRECTORS REJECTS BHP BILLITON’S UNSOLICITED OFFER
Deems US$130 Per Share Offer Wholly Inadequate
Urges Shareholders Not to Tender Their Shares
Saskatoon, Saskatchewan — Potash Corporation of Saskatchewan Inc. (“PotashCorp”) today announced that
its Board of Directors, after careful consideration with the assistance of its independent financial and legal
advisors, voted unanimously to reject the unsolicited offer by BHP Billiton Development 2 (Canada) Limited, an
indirect wholly-owned subsidiary of BHP Billiton Plc (LSE:BLT/JSE:BIL/NYSE:BBL) (“BHP Billiton”), to
acquire all of the outstanding shares of PotashCorp for US$130 per share in cash. The Board unanimously
recommends that PotashCorp shareholders reject the BHP Billiton offer and not tender their shares.
The basis for the PotashCorp Board’s recommendation with respect to the BHP Billiton offer is set forth in
PotashCorp’s Directors’ Circular and Schedule 14D-9, which were filed today with the Canadian and U.S.
securities regulatory authorities and are being mailed to shareholders.
“The PotashCorp Board of Directors is unanimous in its belief that the BHP Billiton offer substantially
undervalues PotashCorp and fails to reflect both the value of our premier position in a strategically vital industry
and our unparalleled future growth prospects,” said PotashCorp President and Chief Executive Officer Bill
Doyle. “The Board thoroughly reviewed the formal offer documents in connection with BHP Billiton’s unsolicited
offer and concluded that the offer is wholly inadequate and is not in the best interests of the Company, its
shareholders or other stakeholders. We strongly urge shareholders to reject BHP Billiton’s opportunistic offer
and not tender their shares.”
The reasons for the PotashCorp Board’s recommendation to reject BHP Billiton’s offer are detailed in the
Directors’ Circular and the Schedule 14D-9, and include, among other things, the Board’s belief that: