Itafos Announces Commencement of Strategic Alternatives Review Process
13 March 2023 - 10:30PM
Itafos Inc. (TSX-V: IFOS) (“Itafos” or the “Company”) announced
today that the Board of Directors (the “Board”) of the Company has
commenced a process to explore and evaluate various strategic
alternatives that may be available to Itafos in an effort to
enhance shareholder value.
The Board has formed a committee of independent
directors (the “Committee”) to oversee the process. As part of this
process, the Committee, working together with its advisors and the
management team, will consider a wide range of potentially value
enhancing alternatives, including, among other things, the sale of
the Company, a merger with another strategic partner, a
recapitalization or continued execution of the Company’s attractive
long-term business plan. CL Fertilizers Holding LLC, an entity
owned by funds managed by Castlelake L.P. and the Company’s largest
shareholder, supports the Company’s process to review strategic
alternatives.
Anthony Cina, Chairman of Itafos, commented:
“Itafos continues to successfully execute on its long-term plan.
Over the last year, Itafos has taken decisive actions to strengthen
the Company, including by working to extend the life of the Conda
mine, extending the maturity and reducing the cost of the Company’s
debt, improving its capital structure through significant
deleveraging and strengthening the Company’s management and Board.
We expect significant shareholder benefits from these initiatives
and believe now is an opportune time to consider the full range of
potential strategic alternatives to enhance value for all Itafos
shareholders.”
There can be no assurance that the strategic
alternatives review process will result in the Company pursuing any
transaction or that any alternative transaction will be available
to the Company. Neither the Board nor the Committee has set a
timetable for completion of this process and the Company does not
intend to disclose further developments unless and until it
determines that further disclosure is appropriate or necessary.
The Committee is being advised by BofA
Securities as financial advisor and Paul, Weiss, Rifkind, Wharton
& Garrison LLP and Cassels Brock & Blackwell LLP as legal
counsel. Norton Rose Fulbright Canada LLP and Norton Rose Fulbright
US LLP are legal counsel to the Company.
About
Itafos
The Company is a phosphate and specialty
fertilizer company. The Company’s businesses and projects are as
follows:
- Conda – a
vertically integrated phosphate fertilizer business located in
Idaho, US with production capacity as follows:
- approximately
550kt per year of monoammonium phosphate (“MAP”), MAP with
micronutrients (“MAP+”), superphosphoric acid (“SPA”), merchant
grade phosphoric acid (“MGA”) and ammonium polyphosphate (“APP”);
and
- approximately 27kt per year of
hydrofluorosilicic acid (“HFSA”);
- Arraias – a vertically integrated
phosphate fertilizer business located in Tocantins, Brazil with
production capacity as follows:
- approximately 500kt per year of
single superphosphate (“SSP”) and SSP with micronutrients (“SSP+”);
and
- approximately 40kt per year of
excess sulfuric acid (220kt per year gross sulfuric acid production
capacity);
- Farim – a high-grade phosphate mine
project located in Farim, Guinea-Bissau;
- Santana – a vertically integrated
high-grade phosphate mine and fertilizer plant project located in
Pará, Brazil; and
- Araxá – a vertically integrated
rare earth elements and niobium mine and extraction plant project
located in Minas Gerais, Brazil.
The Company’s shares trade on the TSX Venture
Exchange (“TSX-V”) under the ticker symbol “IFOS”.
For more information, or to join the Company’s
mailing list to receive notification of future news releases,
please visit the Company’s website at www.itafos.com.
Forward-Looking
Information
Certain information contained in this news
release constitutes forward-looking information, including
statements with respect to the exploration and evaluation of
strategic alternatives. All information other than information of
historical fact is forward- looking information. The use of any of
the words “intend”, “anticipate”, “plan”, “continue”, “estimate”,
“expect”, “may”, “will”, “project”, “should”, “would”, “believe”,
“predict” and “potential” and similar expressions are intended to
identify forward- looking information. This information involves
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking information. No assurance can
be given that this information will prove to be correct and such
forward-looking information included in this news release should
not be unduly relied upon.
Forward-looking information is subject to a
number of risks and other factors that could cause actual results
and events to vary materially from that anticipated by such
forward-looking information. Although the Company has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. Factors that may cause
actual results to differ materially from expected results described
in forward-looking statements include, but are not limited to,
those risk factors set out in the Company’s annual information
form, MD&A and other disclosure documents available under the
Company’s profile on SEDAR at www.sedar.com and on the Company’s
website at www.itafos.com. Readers are cautioned that the foregoing
list of risks, uncertainties and assumptions are not exhaustive.
The forward-looking information included in this news release is
expressly qualified by this cautionary statement and is made as of
the date of this news release. The Company undertakes no obligation
to publicly update or revise any forward-looking information except
as required by applicable securities laws.
NEITHER THE TSX-V NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX-V)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS
RELEASE.
For further
information, please
contact:
Matthew O’NeillItafos Investor Relations investor@itafos.com
713-242-8446
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