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BHP Billiton Makes Bid to Take Over Potash Corp

BHP Billiton (ASX:BHP/LSE:BLT/NYSE:BHP and BBL/JSE:BIL) today announced its intention to make an all-cash offer to acquire all of the issued and outstanding common shares of Potash Corporation of Saskatchewan Inc. ("PotashCorp") (NYSE:POT/TSX: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 acquisition will accelerate BHP Billiton's entry into the fertilizer industry and is consistent with the company's strategy of becoming a leading global miner of potash. PotashCorp's potash mining operations are a natural fit with BHP Billiton's greenfield land holdings in Saskatchewan, Canada.

Compelling Offer to PotashCorp Shareholders

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 fully funded and provides PotashCorp shareholders with immediate liquidity and certainty of value regarding the company's growth potential in the face of volatile equity markets.

On 12 August 2010, BHP Billiton Chief Executive Officer Marius Kloppers made a proposal to PotashCorp's President and Chief Executive Officer, Mr William J. Doyle, to combine the two companies in which PotashCorp shareholders would receive US$130 in cash per PotashCorp common share. Mr Kloppers was advised by Mr Doyle that PotashCorp was not for sale and had no interest in discussing a combination at this time.

Subsequently, on 13 August 2010, BHP Billiton Chairman Jac Nasser reiterated the proposal in a letter to Mr Dallas J. Howe, the PotashCorp Board Chair, requesting a response from the PotashCorp Board by 18 August 2010. On 17 August 2010, Mr Howe advised Mr Nasser by letter that the Board of Directors of PotashCorp unanimously rejected BHP Billiton's proposal, and PotashCorp made BHP Billiton's proposal and PotashCorp's response publicly available. Notwithstanding PotashCorp's current position, BHP Billiton would welcome the opportunity to work with PotashCorp to achieve a successful outcome to this transaction.

Commenting on the Offer, Mr Nasser said "We firmly believe that PotashCorp shareholders will find the certainty of a cash offer, at a premium of 32 per cent to the 30-trading day period average, very attractive and we have therefore decided to make this Offer directly to those shareholders".

Consistent with BHP Billiton's Strategy

The acquisition of PotashCorp is consistent with BHP Billiton's strategy of developing, owning and operating a diversified portfolio of large, low-cost, long-life, expandable, export-oriented, Tier 1 assets. PotashCorp will provide BHP Billiton with an immediate leadership platform in the global fertilizer industry and further diversify BHP Billiton's portfolio of Tier 1 assets. In addition, the acquisition leverages BHP Billiton's global capability and experience in building, operating and expanding mining operations.

Furthermore, BHP Billiton believes that the proposed acquisition will be earnings per share accretive in the second full fiscal year following consolidation.

Commenting further on the Offer, Mr Kloppers said "This is an exciting opportunity to acquire a portfolio of Tier 1 assets. It accelerates our stated strategy of becoming a leading global potash producer and further diversifies our portfolio by commodity, geography and customer."

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