QUESTIONS AND ANSWERS ABOUT THE TRANSACTION STRUCTURE AND THE

SPECIAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus. They do not contain all of the information that may be important to Mosaic stockholders. Mosaic stockholders should read carefully this entire proxy statement/prospectus, including its annexes, to understand fully the proposed transaction and the voting procedures for the special meeting of the Mosaic stockholders.

Important Note: As described in this proxy statement/prospectus, if the merger is consummated, GNS, currently a wholly-owned subsidiary of Mosaic, will become the parent company of Mosaic and the issuer of the common stock into which your Mosaic common stock will be converted. Promptly following the merger, GNS will change its name to “The Mosaic Company” and Mosaic will change its name to “MOS Holdings Inc.” Therefore, references to “Mosaic,” “the Company,” “we,” “our,” “ours” and “us” shall mean “The Mosaic Company” both before and after the merger and references to “GNS” shall mean “GNS II (U.S.) Corp.” before the merger and “The Mosaic Company” after the merger, as applicable.

 

Q:	What is happening in this transaction?

 

A:

Mosaic, GNS, Merger Sub, Cargill and the MAC Trusts entered into a merger and distribution agreement, pursuant to which, among other things, Cargill will exchange its equity interest in Mosaic with Cargill stockholders and certain debt holders of Cargill for outstanding shares of Cargill common stock and Cargill debt in a series of related transactions that are expected to be tax-free to Cargill, Mosaic and their respective stockholders. The transactions contemplated by the merger and distribution agreement include the following steps.

 

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A merger would occur that would have the effect of recapitalizing Mosaic’s share capital into three classes of common stock: common stock (which would be substantially identical to the existing Mosaic common stock); class A common stock (which would be subject to certain transfer restrictions and have conversion rights and class voting rights but would have the same economic rights as the existing Mosaic common stock); and class B common stock (which would be entitled to ten votes per share for the election of directors (and one vote per share with respect to all other matters on which holders of class B common stock are entitled to vote) and would be subject to certain transfer restrictions and have conversion rights and class voting rights but would have the same economic rights as the existing Mosaic common stock).

 

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Pursuant to the merger, (i) Mosaic (which will be renamed “MOS Holdings Inc.” following completion of the merger) will become a wholly-owned subsidiary of GNS (which will be renamed “The Mosaic Company” following completion of the merger), (ii) a portion of the shares of Mosaic common stock held by Cargill will be converted, on a one-for-one basis, into the right to receive the different series of class A common stock and class B common stock and (iii) each of the other outstanding shares of Mosaic common stock (including a portion of the shares of Mosaic common stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of common stock.

 

 

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Cargill would then effect a split-off transaction immediately after the merger in which Cargill will distribute its stake in Mosaic in part by exchanging all of the shares of class A common stock, class B common stock and common stock received by Cargill in the merger (other than certain shares of common stock that will be retained by Cargill (which are referred to as the “Cargill retained shares”)) with Cargill stockholders (including the MAC Trusts) that participate in the exchange between Cargill and its stockholders (which are referred to as the “exchanging Cargill stockholders”).

 

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Cargill also expects to exchange the Cargill retained shares with certain of its debt holders (which are referred to as the “exchanging Cargill debt holders”) in exchange for Cargill debt pursuant to one or more debt exchanges, the first of which is expected to occur promptly following completion of the split-off (which are referred to as the “debt exchanges”).

In addition, Mosaic, GNS, Cargill and the MAC Trusts have entered into a registration agreement dated as of the date of the merger and distribution agreement (which is referred to as the “registration agreement”) that is intended to provide for the orderly distribution of the Company’s common stock following the split-off. Pursuant to the registration agreement, a registered secondary offering of shares of common stock is to be completed on the closing date immediately following the completion of the merger and split-off, pursuant to which the MAC Trusts and exchanging Cargill debt holders are expected to sell shares of common stock. This registered public offering will be conducted pursuant to a separate registration statement to be filed by GNS.

 

Q:	Why is this transaction structured to create a “high vote” class of shares?

 

A:

For the split-off to be tax-free to Cargill and its stockholders, current U.S. federal income tax law generally requires, among other things, that Cargill exchange with its stockholders stock representing at least 80% of the voting power in the election of the Company’s board of directors. Accordingly, a “high vote” class of shares will be established. To establish such a class of shares, immediately before the merger, Mosaic will cause GNS, a wholly-owned subsidiary of Mosaic, to amend its certificate of incorporation such that, after the amendment, GNS’s equity capital structure will include class B common stock, each share of which will be entitled to ten votes per share with respect to the election of directors and one vote per share with respect to all other matters and, among other things, will implement certain transfer restrictions (the amendment will also establish common stock and class A common stock). When Mosaic becomes a subsidiary of GNS as a result of the merger, GNS will then become the new public company (and will be renamed “The Mosaic Company”) and a portion of the shares that are to be received by Cargill in the merger will include shares of the “high-vote” class B common stock, which will enable Cargill to exchange with its stockholders in the split-off shares representing approximately 81% of the total voting power for the election of the the Company’s board of directors. All of the

 

shares of class A common stock and class B common stock received by Cargill in the merger will be exchanged with Cargill’s stockholders in the split-off. The Company common stock following the merger will be substantially identical in all respects to Mosaic’s current common stock and will also have the same economic rights as the class A common stock and class B common stock created in connection with the merger (including with respect to dividends and voting on matters other than the election of directors), and will vote together as a single class, except with respect to limited matters required by Delaware law and except that:

 

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the class A common stock will be subject to transfer restrictions and will be convertible into common stock at designated times as specified in the Company’s post-merger restated certificate of incorporation;

 

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the class B common stock will be subject to transfer restrictions and may be convertible into either class A common stock or common stock (or a combination thereof) in accordance with the Company’s post-merger restated certificate of incorporation, which is generally only after receiving stockholder approval for such conversion;

 

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each share of class B common stock will be entitled to ten votes per share with respect to the election of directors;

 

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the class A common stock and the class B common stock will have class voting rights with respect to a limited number of actions specified in the post-merger restated certificate of incorporation of the Company that are in addition to the limited number of actions in which the common stock will have class voting rights; such specified actions must be approved by the affirmative vote of at least a majority of the voting power of all shares of class A common stock and class B common stock, voting as a single class, and, if the specified action would affect either the class A common stock or the class B common stock (or any series of either class) less favorably, or more adversely, than any other class or series of class A common stock and/or class B common stock, such action will require the approval of at least a majority of the affected class or series, voting as a separate class (although a vote to convert the class B common stock would not require any such additional vote(s)) (please see “Description of Capital Stock Following the Closing” and Annex B); and

 

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the class A common stock and the class B common stock will not be listed on any securities exchange.

 

Q:	What differences will there be in the operation of the business following the merger, the split-off and related transactions?

 

A:

There is no contemplated change in the business, operations, management, assets or liabilities of the Company and its subsidiaries as a result of the merger, the split-off and related transactions, and the consolidated assets and liabilities of the Company after the merger will be identical to the consolidated assets and liabilities of the Company prior to the merger.

 

Q:	Will the shares of Mosaic common stock continue to be listed on the New York Stock Exchange (“NYSE”) after the merger?

 

A:

Yes. It is a condition to the obligations of the parties to complete the merger that the shares of common stock to be issued in the merger have been approved for listing on the NYSE, and the shares of common stock issuable upon conversion of the class A common stock and class B common stock to be issued in the merger have been approved for listing on the NYSE, in each case subject only to official notice of issuance.

 

Q:	When does Mosaic expect the merger and split-off to be completed?

 

A:

Mosaic expects the merger and split-off to be completed in the second calendar quarter of 2011, following Mosaic stockholder adoption of the merger and distribution agreement and the satisfaction or waiver of the other conditions to the completion of the merger, as described under “The Merger and Distribution Agreement—Conditions to Closing.”

 

Q:	What Mosaic stockholder approval is needed for the special meeting proposal relating to the merger?

 

A:

The adoption of the merger and distribution agreement requires the affirmative vote of (1) holders of a majority of the outstanding shares of Mosaic common stock and (2) holders of a majority of the outstanding shares of Mosaic common stock other than Cargill or its subsidiaries, in each case entitled to vote on such proposal.

Cargill has agreed to vote the shares of Mosaic common stock held by Cargill and its subsidiaries in favor of the proposal to adopt the merger and distribution agreement unless either the Mosaic board of directors or the special committee withdraws or modifies its recommendation that the Mosaic stockholders vote in favor of such proposal. Even though Cargill has agreed to vote its and its subsidiaries’ shares in favor of such proposal, approval of such proposal is not assured because the merger and distribution agreement must be adopted by holders of a majority of the outstanding shares of Mosaic common stock other than Cargill or its subsidiaries.

 

Q:	Why are the Mosaic board of directors and the Mosaic special committee seeking the adoption of the merger and distribution agreement by the holders of a majority of the outstanding shares of Mosaic common stock other than Cargill and its subsidiaries?

 

A:

The adoption of the merger and distribution agreement by the holders of a majority of the outstanding shares of Mosaic common stock other than Cargill and its subsidiaries is not required by either the terms of Mosaic’s certificate of incorporation or by Delaware law. Mosaic has decided, however, to provide the holders of the Mosaic common stock other than Cargill and its subsidiaries the power to determine whether the various transactions contemplated by the merger and distribution agreement are acceptable to them. Adoption of the merger and distribution agreement by the holders of a majority of the outstanding shares of Mosaic common stock other than Cargill and its subsidiaries is a condition to completion of the merger and the transactions contemplated by the merger and distribution agreement. Although the merger and distribution agreement permits the waiver of certain conditions to completion of the merger and the related transactions, the merger and distribution agreement prohibits Mosaic from waiving this condition.

 

Q:	What are the benefits of this transaction to Mosaic and its public stockholders that the special committee considered when it approved the transactions?

 

A:	In approving this transaction, the special committee considered a number of potential benefits to Mosaic and its public stockholders that this transaction could provide, including that:

 

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the elimination of a controlling stockholder can facilitate strategic, financial and distribution policy decisions that could benefit all Mosaic stockholders without the influence of one controlling stockholder;

 

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by removing Cargill as a majority stockholder, Mosaic will gain strategic flexibility and be better able to pursue its future business initiatives free from the constraints of having a controlling corporate stockholder whose policies may conflict with the best interests of Mosaic’s businesses;

 

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the transactions address an overhang on the market for Mosaic common stock that Mosaic believes exists as a result of the presence of a large, controlling corporate stockholder;

 

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the transactions will result in over 50% of the outstanding Mosaic shares being publicly held, which is a condition for inclusion in the S&P 500 Index, and, accordingly, the transactions could result in Mosaic being included in the S&P 500 Index at some point in the future, which would be expected to increase the demand for Mosaic’s common stock and its corporate profile;

 

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Mosaic expects to be better positioned to expand into complementary businesses if it chooses to do so in the future; in particular, Mosaic’s ability to expand into complementary businesses in which Cargill has a presence is subject to regulatory limitations that would be eliminated or reduced by the transactions; and

 

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the transactions may permit Mosaic stockholders to share in any premium associated with a change in control of Mosaic, if such an event should occur.

Please see the section entitled “The Merger and Related Transactions—Mosaic’s Reasons for the Merger and Related Transactions; Recommendation of the Mosaic Special Committee and Board of Directors.”

 

Q:	What does the special committee view to be the benefit that Cargill is receiving in the transactions?

 

A:

The special committee believes that the benefit Cargill is receiving in the transactions is the opportunity to address what it believes to be certain of Cargill’s key business objectives, including maintaining Cargill as a private company while at the same time addressing the diversification and distribution needs of the MAC Trusts, which collectively are one of Cargill’s largest stockholders, improving Cargill’s credit and liquidity profile as a result of the debt exchanges and eliminating Mosaic as a distraction for Cargill management. The special committee was aware of, and considered in the context of the discussions and negotiations with Cargill regarding the transactions, the potential benefits to Cargill in connection with the transactions, including the substantial tax savings that will accrue to Cargill by distributing all of its approximately 286 million Mosaic shares in the tax-free manner contemplated by the transactions (as opposed to, for example, selling all such shares in taxable secondary offerings in which Cargill would be taxed on the excess of the amount realized in such sales over its aggregate tax basis at its effective tax rate). Please see the section entitled “The Merger and Related Transactions—Background of the Merger and Related Transactions.”

 

Q:	Will the split-off and other transactions take place if the merger does not occur?

 

A:	No. If the merger is not approved by the Mosaic stockholders as described in this document, or the merger does not otherwise occur, none of the transactions described herein will occur.

 

Q:	Why is my vote important?

 

A:

If you do not submit a proxy or vote in person at the special meeting, it will be more difficult for us to obtain the necessary quorum to hold the special meeting. In addition, your failure to submit a proxy or to vote in person will have the same effect as a vote against the adoption of the merger and distribution agreement. If you hold your shares through a broker, your broker will not be able to cast a vote on the adoption of the merger and distribution agreement without instructions from you. The Mosaic board of directors recommends that you vote “FOR” the adoption of the merger and distribution agreement.

 

Q:	What is a proxy and how do I vote?

 

A:

A proxy is a legal designation of another person to vote your shares on your behalf. If you hold shares in your own name, you may submit a proxy for your shares by using the toll-free number or the Internet if your proxy card includes instructions for using these quick, cost-effective and easy methods for submitting proxies. You also may submit a proxy in writing by simply filling out, signing and dating your proxy card and mailing it in the prepaid envelope included with these proxy materials. You will need to follow the instructions when you submit a proxy using any of these methods to make sure your shares will be voted at the special meeting. You also may vote by submitting a ballot in person if you attend the special meeting. However, we encourage you to submit a proxy by mail by completing your proxy card, by telephone or via the Internet even if you plan to attend the meeting.

If you hold shares through a broker or other nominee, you may instruct your broker or other nominee to vote your shares by following the instructions that the broker or nominee provides to you with these materials. Most brokers offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet. If you hold shares through a broker or other nominee and wish to vote your shares at the special meeting, you must obtain a legal proxy from your broker or nominee and present it to the inspector of election with your ballot when you vote at the special meeting.

 

Q:	How do I vote if my shares are held in the Mosaic Investment Plan (the “Mosaic 401(k) Plan”) or the Mosaic Union Savings Plan?

 

A:

If you hold any shares in the Mosaic 401(k) Plan or the Mosaic Union Savings Plan, you are receiving, or being provided access to, the same proxy materials as any other stockholder of record. However, your proxy vote will serve as voting instructions to Vanguard Fiduciary Trust Company (the “Trustee”), as Trustee of the Mosaic 401(k) Plan or the Mosaic Union Savings Plan, and, in accordance with the terms of each plan, the Trustee will vote all of the shares held in each plan in the same proportion as the actual proxy vote instructions submitted by the respective plan participants. If voting instructions are not received by the Trustee by May 8, 2011, or if the proxy card is not properly signed, the shares with respect to which you could have instructed the Trustee will be voted in the same proportion as the shares for which the Trustee received valid participant voting instructions.

If you are a participant in the Mosaic 401(k) Plan or the Mosaic Union Savings Plan, you may submit a proxy vote as described above, but you may not vote your plan shares in person at the special meeting.

 

Q:	When and where will the special meeting be held?

 

A:	The special meeting will be held at Atria Corporate Center, 3033 Campus Drive, Plymouth, MN 55441 on May 11, 2011, at 9:00 a.m., local time.

 

Q.	Who is entitled to vote at the special meeting?

 

A:	All holders of Mosaic common stock who held shares at the close of business on the “record date” (March 23, 2011) are entitled to receive notice of and to vote at the special meeting.

 

Q:	How will abstentions and broker non-votes be treated?

 

A:	An abstention will have the same effect as a vote against the adoption of the merger and distribution agreement.

Under the rules applicable to broker-dealers, brokers, banks and other nominee record holders holding shares in “street name” have the authority to vote on routine proposals when they have not received instructions from beneficial owners (which are referred to as “broker non-votes”). However, brokers, banks and other nominee record holders are precluded from exercising their voting discretion with respect to the approval of non-routine matters such as the approval of the proposal to adopt the merger and distribution agreement set forth in this document. As a result, absent signed instructions from the beneficial owner, brokers, banks and other nominee record holders are not empowered to vote those “street name” shares.

Since the vote required for approval of the proposal to adopt the merger and distribution agreement is based on a percentage of the shares outstanding, abstentions and broker non-votes will have the same effect as a vote against the proposal to adopt the merger and distribution agreement. However, abstentions and broker non-votes will have no effect on the outcome of the vote for the adjournment proposal because the vote required for approval of this proposal is based on the number of shares actually voted, whether in person or by proxy.

 

Q:	Can Mosaic stockholders change their votes after they have delivered their proxies?

 

A:	Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the special meeting. If you are a stockholder of record, you may revoke your proxy and change your vote:

 

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if you voted over the telephone or by Internet, by voting again over the telephone or by Internet no later than 11:59 p.m. Eastern Time on May 10, 2011;

 

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if you completed and returned a proxy card, by submitting a new proxy card with a later date and returning it prior to the special meeting; or

 

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by submitting timely written notice of revocation to our Corporate Secretary, whose address is Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, Minnesota 55441.

 

Attending the special meeting will not revoke your proxy unless you specifically request to revoke it or submit a ballot at the special meeting. If you have any questions about the special meeting or how to vote or revoke your proxy, you should write to The Mosaic Company, Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, Minnesota 55441, Attention: Director – Investor Relations, or call (763) 577-2828.

If you are a participant in the Mosaic 401(k) Plan or the Mosaic Union Savings Plan, you may revoke your proxy and change your vote as described above, but only until May 8, 2011. If you hold your shares in street name, contact your broker or other nominee regarding how to revoke your proxy and change your vote.

 

Q:	Should Mosaic stockholders send in their stock certificates now?

 

A:	No. Mosaic stockholders should not send in their stock certificates with their proxies.

 

Q:	How will my shares be represented at the special meeting?

 

A:

At the special meeting, the officers named in your proxy card will vote your shares in the manner you requested if you correctly submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted as the Mosaic board of directors recommends, which is:

 

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FOR the adoption of the merger and distribution agreement; and

 

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FOR the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger and distribution agreement at the time of the special meeting.

 

Q:	What happens if I sell my shares after the record date but before the special meeting?

 

A:	The record date of the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you transfer your Mosaic shares after the record date but before the date of the special meeting, you will retain your right to vote at the meeting.

 

Q:	What do I do if I receive more than one proxy statement/prospectus or set of voting instructions?

 

A:

If you hold shares directly as a record holder and also in “street name,” or otherwise through a nominee, you may receive more than one proxy statement/prospectus and/or set of voting instructions relating to the special meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.

 

Q:	Are there any appraisal rights for holders of Mosaic common stock?

 

A:	No. There are no appraisal rights available to Mosaic stockholders in connection with the merger or any of the other transactions contemplated by the merger and distribution agreement.

 

Q:	Who can help answer any questions that Mosaic stockholders may have?

 

A:

Mosaic stockholders who have any questions about the special meeting proposals or about how to submit their proxies, or who need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, should contact our proxy solicitor at the address and telephone number listed below:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York, NY 10022

Stockholders may call toll-free: (877) 456-3427

Banks and Brokers may call collect: (212) 750-5833

 

SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you with respect to the merger and distribution agreement and related transactions. See “Where You Can Find More Information” beginning on page 100. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

As described in this proxy statement/prospectus, if the merger is consummated, GNS, currently a wholly-owned subsidiary of Mosaic, will become the parent company of Mosaic and the issuer of the common stock into which your Mosaic common stock will be converted. Promptly following the merger, GNS will change its name to “The Mosaic Company” and Mosaic will change its name to “MOS Holdings Inc.” Therefore, references to “Mosaic,” “the Company,” “we,” “our,” “ours” and “us” shall mean “The Mosaic Company” both before and after the merger and references to “GNS” shall mean “GNS II (U.S.) Corp.” before the merger and “The Mosaic Company” after the merger, as applicable. References in this document to the “Mosaic parties” shall mean Mosaic, GNS and Merger Sub.

The Companies (page 30)

The Mosaic Company

The Mosaic Company is a Delaware corporation that is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients for the global agriculture industry. Through its broad product offering, Mosaic is a single source supplier of phosphate- and potash-based crop nutrients and animal feed ingredients. Mosaic serves customers in more than forty countries. Mosaic conducts its business through wholly and majority-owned subsidiaries as well as businesses in which it owns less than a majority interest. At February 28, 2011, Mosaic and its subsidiaries employed approximately 7,300 people. In its 2010 fiscal year ended May 31, 2010, Mosaic had consolidated net earnings attributable to Mosaic of $827.1 million. For the nine months ended February 28, 2011, Mosaic had consolidated net earnings attributable to Mosaic of $1.865 billion.

Mosaic common stock is currently listed on the NYSE under the symbol “MOS.”

The address of Mosaic’s principal executive offices is 3033 Campus Drive, Suite E490, Plymouth, Minnesota 55441, and its telephone number is (800) 918-8270. For additional information about Mosaic, please see the section entitled “Where You Can Find More Information” beginning on page 100.

Cargill, Incorporated

Cargill, Incorporated is a large, privately-held, diversified agricultural, commodities and industrial Delaware corporation engaged (directly as well as through wholly-owned subsidiaries and joint ventures) in the active conduct of approximately 74 separate and distinct businesses. Cargill and its subsidiaries employ 131,000 people in more than 66 countries. In its 2010 fiscal year, Cargill had consolidated net earnings of $2.60 billion. For the six months ended November 30, 2010, Cargill had consolidated net earnings of $1.49 billion. Cargill’s businesses are classified into five business segments: agricultural services; origination and processing; food ingredients and applications; risk management and financial; and industrial.

The address of Cargill’s principal executive offices is 15615 McGinty Road West, Wayzata, Minnesota 55391, and its telephone number is (952) 742-6377.

 

GNS II (U.S.) Corp.

GNS II (U.S.) Corp. is a Delaware corporation incorporated in March 2004 and has been a wholly-owned subsidiary of Mosaic since it was contributed to Mosaic by Cargill in 2004. GNS has no material operations of its own and its assets consist almost entirely of equity interests it holds in a number of subsidiaries operating in China, India, Argentina and Chile, a subsidiary that owns land including phosphate rock reserves in Florida, a subsidiary that holds a minority equity investment in a phosphate rock mine joint venture, and a financing subsidiary that manages offshore cash. The results of GNS and its subsidiaries are reflected in the consolidated financial statements of Mosaic.

The address of GNS’s principal executive offices is c/o The Mosaic Company, 3033 Campus Drive, Suite E490, Plymouth, Minnesota 55441, and its telephone number is (800) 918-8270.

GNS Merger Sub LLC

GNS Merger Sub LLC is a Delaware limited liability company which was formed as a wholly-owned subsidiary of GNS in order to facilitate the merger. Merger Sub currently has no operations and does not own any material assets or have any material liabilities.

The address of Merger Sub’s principal executive offices is c/o The Mosaic Company, 3033 Campus Drive, Suite E490, Plymouth, Minnesota 55441, and its telephone number is (800) 918-8270.

Mosaic’s Relationship with Cargill (page 55 and page 88)

 

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Ownership. Cargill is currently Mosaic’s majority stockholder, beneficially owning approximately 64% of Mosaic’s outstanding common stock. Two of Mosaic’s twelve directors are current officers of Cargill. Currently, as a result of its stock ownership, Cargill could effectively control Mosaic’s strategic direction and significant corporate transactions.

 

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Intercompany Agreements. Mosaic and its subsidiaries have entered into various transactions and agreements with Cargill and its subsidiaries from time to time in the ordinary course of business, as well as in connection with the 2004 business combination (certain of which remain in effect).

For more information about Mosaic’s relationship with Cargill, please see the section entitled “Other Arrangements and Relationships Between Mosaic and Cargill” in this document.

Overview of the Transactions

At the special meeting, Mosaic stockholders will be voting on the adoption of the merger and distribution agreement. The merger and distribution agreement is attached hereto as Annex A and described below under the caption “The Merger and Distribution Agreement.”

Pursuant to the merger and distribution agreement and related transaction documents, Cargill will exchange a portion of its equity interest in Mosaic with exchanging Cargill stockholders as part of the split-off and is expected to exchange the remaining portion of its equity interest in Mosaic with Cargill debt holders for Cargill debt pursuant to one or more debt exchanges. More specifically, the merger and distribution agreement and related transaction documents, each of which is described in greater detail later in this proxy statement/prospectus, provide for the following transaction steps.

Recapitalization; Amendment of the GNS Charter (page 61)

Prior to the effective time of the merger described below, Mosaic will amend and restate the certificate of incorporation of GNS, which is currently a wholly owned subsidiary of Mosaic, to authorize the issuance of GNS common stock, four series of GNS class A common stock and three series of GNS class B common stock:

 

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each share of each series of class A common stock will be entitled to one vote per share with respect to all matters to which holders of class A common stock will be entitled to vote, will be subject to certain

 

transfer restrictions, will be converted into shares of common stock at designated times and will have certain class voting rights, as will be set forth in the restated certificate of incorporation;

 

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each share of each series of class B common stock will be entitled to ten votes per share with respect to the election of directors and one vote per share with respect to all other matters on which holders of class B common stock will be entitled to vote, will be subject to certain transfer restrictions, will be converted into a share of either class A common stock or common stock in certain circumstances and will have certain class voting rights, as will be set forth in the restated certificate of incorporation; and

 

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each share of the common stock will be entitled to one vote per share with respect to all matters to which holders of common stock will be entitled to vote and will have certain class voting rights, as will be set forth in the restated certificate of incorporation.

The transfer restrictions pertaining to the class A common stock and the class B common stock are intended to help facilitate the orderly distribution of shares of common stock following the merger and split-off and to help preserve the tax-free nature of the split-off and the debt exchanges. For a more detailed description of the transfer restrictions, conversion provisions and class voting rights applicable to the class A common stock and the class B common stock, please see the section entitled “Description of Capital Stock Following the Closing.”

The foregoing amendments to GNS’s certificate of incorporation will be adopted prior to the merger and will include changes that will permit the contemplated split-off and related transactions to be tax-free to Cargill and its stockholders. For the transactions to be tax-free to Cargill and its stockholders, Cargill must transfer to its stockholders capital stock of the Company having at least 80% of the voting power for the election of the Company’s board of directors (presently Cargill, together with its subsidiaries, owns Mosaic shares representing approximately 64% of the voting power for the election of directors). The creation of class B common stock, one of the amendments to the GNS’s certificate of incorporation, will enable Cargill to hold, and then exchange with its stockholders, at least 80% of the total voting power for the election of the Company’s board of directors in the split-off.

 

Merger (page 61)

Following the amendments to the GNS certificate of incorporation, Merger Sub, a newly formed, wholly-owned subsidiary of GNS, will merge with and into Mosaic, with Mosaic surviving the merger and becoming a wholly-owned subsidiary of GNS (which is referred to as the “merger”). At the effective time of the merger, (i) a portion of the shares of Mosaic common stock held by Cargill at such time will be converted, on a one-for-one basis, into the right to receive shares of the different series of GNS class A common stock and GNS class B common stock and (ii) each of the other outstanding shares of Mosaic common stock (including the shares of Mosaic common stock held by the Mosaic public stockholders and a portion of the shares of Mosaic common stock held by Cargill) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one share of GNS common stock.

Immediately following the merger, but prior to the split-off, Cargill will own shares of GNS capital stock that represent approximately 89% of the voting power (measured in terms of the right to elect directors) and approximately 64% of the economic value of GNS, and the public stockholders of Mosaic immediately prior to the merger will own GNS common stock after the merger representing approximately 11% of the voting power (measured in terms of the right to elect directors) and approximately 36% of the economic value of GNS. The capitalization of GNS following the split-off is described below.

Following the merger, GNS will be renamed “The Mosaic Company” (and Mosaic will be renamed “MOS Holdings Inc.”). There is no contemplated change in the business, operations, management, assets or liabilities of Mosaic and its subsidiaries as a result of the merger (or related transactions) and the consolidated assets and liabilities of GNS immediately after the merger will be identical to the consolidated assets and liabilities of Mosaic immediately prior to the merger, and on a consolidated basis GNS will conduct the same business and operations and have the same executive management and board of directors as Mosaic immediately prior to the merger. After completion of the merger, GNS will be deemed a successor to Mosaic for certain purposes under both the Securities Act of 1933, as amended (the “Securities Act”) and Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the registration of the GNS common stock under Section 12(b) of the Exchange Act, status as a large accelerated filer for purposes of Rule 12b-2 under the Exchange Act and succession to Mosaic’s SEC file number.

Split-off (page 62)

Immediately following the effective time of the merger, Cargill will consummate the split-off, in which it will exchange all of the shares of class A common stock, class B common stock and common stock it receives in

 

the merger (other than the Cargill retained shares) for all or a portion of the outstanding shares of Cargill common stock held by the MAC Trusts and by other Cargill stockholders who participate in the split-off. Pursuant to the terms of an exchange agreement between Cargill and the MAC Trusts, the MAC Trusts have agreed to exchange all of their shares of Cargill common stock for shares of GNS as part of the split-off. Pursuant to certain tender and support agreements, certain other Cargill stockholders also have already agreed to exchange all or a portion of their shares of Cargill common stock in the split-off. For a more detailed description of the split-off, please see the section entitled “The Merger and Distribution Agreement—Split-off.”

Debt Exchanges; Initial Formation Offering (page 63 and page 76)

In connection with the split-off, Cargill intends to consummate a debt exchange (which is referred to as the “initial debt exchange”), pursuant to which it would exchange a portion of the shares of common stock it receives in the merger for indebtedness of Cargill pursuant to a debt exchange agreement, and Cargill may subsequently consummate one or more follow-on debt exchanges (together with the initial debt exchange, the “debt exchanges”) if Cargill does not exchange all of the Cargill retained shares in the initial debt exchange. For a more detailed description of the debt exchanges, please see the section entitled “The Merger and Distribution Agreement—Debt Exchanges.”

 

 

On the closing date, promptly following the effective time of the merger and the completion of the split-off and the initial debt exchange, a registered secondary public offering of shares of common stock (which is referred to as the “initial formation offering”) will be completed. Pursuant to the registration agreement, the initial formation offering will involve the sale of (i) at least 7.5 million shares of common stock received by the MAC Trusts in the split-off and (ii) all of the shares of common stock expected to be received by the exchanging Cargill debt holders in the initial debt exchange, which is currently expected to be at least 75 million shares of common stock. The ultimate size of the initial formation offering will be determined by the joint book-running managing underwriters selected by Mosaic and Cargill, in consultation with the book-running managing underwriter selected by the MAC Trusts, and will be based on the capital market conditions at the time of such initial formation offering.

In addition to the initial formation offering, the registration agreement contains additional provisions designed to facilitate the orderly distribution of Mosaic shares held by Cargill, the MAC Trusts, other exchanging Cargill stockholders and the exchanging Cargill debt holders following the split-off.

Recommendation of the Board of Directors (page 51)

The Mosaic board of directors, upon the unanimous recommendation of the Mosaic special committee, has determined that the merger and distribution agreement and the transactions contemplated by the merger and distribution agreement and the related transaction documents are advisable, fair to and in the best interests of Mosaic and its stockholders (other than Cargill or its subsidiaries). The Mosaic special committee and the Mosaic board of directors recommend that Mosaic stockholders vote “FOR” the adoption of the merger and distribution agreement.

For the factors considered by the Mosaic special committee and board of directors in reaching their respective decisions with respect to the recommendation of the adoption of the merger and distribution agreement, see the section entitled “The Merger and Related Transactions—Mosaic’s Reasons for the Merger and Related Transactions; Recommendation of the Mosaic Special Committee and Board of Directors.”

In addition, the Mosaic board of directors recommends that Mosaic stockholders vote “FOR” the proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies for the adoption of the merger and distribution agreement.

Treatment of Mosaic Equity-Based Awards (page 62)

All outstanding unexercised and unexpired options to purchase shares of Mosaic common stock and other outstanding equity-based awards with respect to Mosaic common stock (each of which is referred to as an “equity award”) will be assumed by GNS in the merger and continue to have, and be subject to, the same terms and conditions as are present immediately prior to the completion of the merger (including the vesting schedule and per share exercise prices). Each equity compensation plan of Mosaic and other agreement pursuant to which the equity awards were granted will also be assumed by GNS in connection with the merger, and GNS has agreed to perform all obligations under such plans and agreements.

Interest of Mosaic’s Officers and Directors (page 55)

In considering the unanimous recommendation of the Mosaic special committee and the recommendation of the Mosaic board of directors, Mosaic stockholders should be aware that two directors of Mosaic are also directors and executive officers of Cargill and have certain interests in the merger and split-off that are different from, or in addition to, the interests of the Mosaic public stockholders. These two directors were not part of the Mosaic special committee and recused themselves from the Mosaic board of directors meeting in which the transactions were approved. In addition, as of the record date, Mosaic’s executive officers and directors beneficially owned 904,552 shares of Cargill capital stock (representing in the aggregate less than 0.08% of the Cargill’s outstanding capital stock as of such date).

 

None of the equity-based awards held by our officers and directors will be accelerated as a result of the transactions and no “change in control” provisions contained in any agreements with our executive officers will be triggered as a result of the transactions.

Market Prices of Mosaic Common Stock (page 23)

Mosaic common stock has been quoted on the NYSE under the symbol “MOS” since 2004. On January 18, 2011, the last full trading day prior to the public announcement of the proposed transactions, the reported last sale price per share of Mosaic common stock on the NYSE was $85.07. On April 8, 2011, the most recent practicable date prior to the date of this proxy statement/prospectus, the reported last sale price per share of Mosaic common stock on the NYSE was $78.41.

Expected Timing of the Merger (page 58)

Mosaic currently expects to complete the merger in the second calendar quarter of 2011, subject to receipt of the requisite Mosaic stockholders’ approvals and satisfaction of other closing conditions. In addition, under the merger and distribution agreement, Cargill has a right to terminate the transactions at any time prior to the completion of the merger if, at such time Cargill’s board of directors concludes, in its sole discretion, that the transactions are not in the best interest of Cargill and that then-present market conditions are not consistent with achieving Cargill’s business objectives. Therefore, no assurance can be given as to when, or if, the merger and related transactions discussed in this document will occur.

Conditions to Complete the Merger (page 70)

The obligations of each of the parties to the merger and distribution agreement to complete the merger are subject to the satisfaction (or, to the extent permitted under applicable law, but other than with respect to the condition in the first bullet point below, waiver) of the following conditions:

 

•

adoption of the merger and distribution agreement by both (i) a majority of the outstanding shares of Mosaic common stock and (ii) a majority of the outstanding shares of Mosaic common stock not held by Cargill or its subsidiaries;

 

•

absence of any law, order, statute, code, regulation, ordinance, decree, rule or other requirements with similar effect of any governmental authority which would prohibit the consummation of the merger, the split-off, the initial debt exchange or any formation offering (as defined below);

 

•

filing with the SEC, and effectiveness under the Securities Act of the registration statement with respect to the registered secondary offerings contemplated by the registration agreement, and the absence of any stop order suspending the effectiveness of such registration statement or proceedings initiated by the SEC for that purpose;

 

•

filing with the SEC, and effectiveness, of the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of such registration statement on Form S-4 or proceedings initiated by the SEC for that purpose;

 

•

the shares of common stock to be issued in the merger have been approved for listing on the NYSE and the common stock issuable upon the conversion of the class A common stock and class B common stock to be issued in the merger has been approved for listing on the NYSE, in each case subject only to official notice of issuance;

 

•

the representations of each party will be true and correct, subject to certain materiality thresholds, as of the date of the merger and distribution agreement and as of the closing date of the merger (which is

 

referred to as the “closing date”) or such other date as may be specified therein, and each party has delivered an officer’s certificate to such effect;

 

•

the other party will have generally performed (and delivered an officer’s certificate to such effect), in all material respects its obligations, agreements and covenants under the merger and distribution agreement or the other transaction documents prior to or as of the closing of the merger; and

 

•

each of the registration agreement and the tax agreement (as defined below) shall be in full force and effect.

In addition, the obligation of the Mosaic parties to complete the merger is subject to the satisfaction (or, where legally permissible, waiver) of the following additional conditions:

 

•

an irrevocable confirmation by Cargill that it will complete the split-off on the closing date immediately following the effective time of the merger;

 

•

each stockholder of Cargill who, to Cargill’s knowledge at the time of closing, is reasonably expected to be a stockholder or part of a group of stockholders who will beneficially own 5% or more of the voting power of Mosaic for the election of directors immediately following the split-off, has executed and delivered to Mosaic the governance agreement (as described below); and

 

•

there has been no change in, revocation of, or amendment to the ruling issued by the Internal Revenue Service (the “IRS”) (the “IRS ruling”) or change in law that could, in the reasonable judgment of Mosaic’s counsel, affect the validity of the IRS ruling in a manner adverse to Mosaic or the Mosaic stockholders (other than Cargill and its subsidiaries).

In addition, the obligation of Cargill to complete the merger is subject to the satisfaction (or, where legally permissible, waiver) of the following additional conditions:

 

•

other than Cargill and its affiliates, no person or coordinating group (as defined in Treasury Regulation §1.355-7(h)(4)) who actively participates in the management or operation of Mosaic (including as a director), to Mosaic’s knowledge (based on SEC filings), beneficially owns, directly or indirectly, 5% or more of the outstanding shares of Mosaic common stock;

 

•

there has been no change in, revocation of, or amendment to the IRS ruling or change in law that could, in the reasonable judgment of Cargill’s counsel, adversely affect the validity of the IRS ruling;

 

•

Mosaic has delivered tax representations to Cargill’s counsel and Cargill has received an opinion of tax counsel relating to certain tax consequences of the transaction; and

 

•

from the date of the merger and distribution agreement, no material market event (as defined below) (other than one for which Cargill has waived its right to invoke this condition) has occurred.

Termination of the Merger and Distribution Agreement (page 72)

 

•

Cargill and Mosaic may mutually agree to terminate the merger and distribution agreement at any time before the effective time of the merger, even after the Mosaic stockholders adopt the merger and distribution agreement.

 

•

In addition, either Cargill or Mosaic may terminate the merger and distribution agreement at any time before the effective time of the merger if:

 

•

there is a final and non-appealable prohibition by a governmental entity of the merger, the split-off, the initial debt exchange or any formation offering;

 

•

a vote of Mosaic’s stockholders is taken and Mosaic’s stockholders (including a majority of Mosaic stockholders (other than Cargill and its subsidiaries)) have failed to adopt the merger and distribution agreement;

 

•

after August 18, 2011 if the closing has not occurred by such date (subject to extension under certain circumstances in accordance with the merger and distribution agreement) (the “end date”); or

 

•

if the other party breaches or fails to perform any of its representations, warranties, covenants or other obligations as specified in the merger and distribution agreement subject to certain exceptions set forth therein.

 

•

Mosaic may also terminate the merger and distribution agreement at any time before the effective time of the merger if:

 

•

following the completion of a specified closing period (during which Cargill has the right to determine the closing date) if the closing has not occurred and after completion of the closing period, Mosaic has given Cargill at least five calendar days prior notice of its intention to terminate pursuant to this termination right;

 

•

the MAC Trusts exchange agreement (as defined below) is not in full force and effect as of the end date (without giving effect to any extension); or

 

•

Cargill fails to deliver a waiver notice with respect to any material market event prior to the expiration of the applicable response period (as specified in the merger and distribution agreement).

 

•

Cargill may also terminate the merger and distribution at any time before the effective time of the merger if:

 

•

at any time prior to the Mosaic stockholder approval being obtained, the Mosaic special committee or the Mosaic board of directors has made a change in the Mosaic recommendation; or

 

•

Cargill’s board of directors concludes, in its sole discretion, that the transactions are not in the best interests of Cargill and that then-present market conditions are not consistent with achieving Cargill’s business objectives.

Termination Fees and Expenses (page 73)

Termination Fees

In the event of termination under conditions specified in the merger and distribution agreement (including in the event that the merger and distribution agreement is terminated because Cargill’s board of directors determines in its sole discretion that the transactions are not in the best interest of Cargill and that then-present market conditions are not consistent with achieving Cargill’s business objectives), Cargill may be required to pay to Mosaic a termination fee of $200 million, which would be distributed by Mosaic to the holders of Mosaic common stock (other than Cargill and its subsidiaries) on a pro-rata basis and to reimburse Mosaic for reasonable expenses incurred in connection with the transactions up to $15 million in the aggregate.

Expenses

Generally, except as noted above, all legal and other costs and expenses incurred in connection with the transactions will be paid by the party incurring those expenses, provided that in the event the initial formation offering is effected in accordance with the registration agreement, Cargill has agreed to reimburse Mosaic, up to $15 million in the aggregate, for fees and expenses incurred by the Mosaic parties in connection with the transactions through the completion of the initial formation offering. In addition, pursuant to the memorandum of understanding entered into with the plaintiffs to the stockholder actions relating to the transactions, Cargill’s reimbursement obligation described in this paragraph will increase to $18 million in the aggregate upon consummation of the settlement, subject to the receipt of a revised or supplemental private letter ruling from the IRS indicating that this increase does not alter the conclusions expressed in the prior IRS ruling (see the section entitled “The Merger and Related Transactions—Litigation Relating to the Merger”).

 

Registered Offerings and Sales Following the Split-off under the Registration Agreement (page 76)

Mosaic, GNS, Cargill and the MAC Trusts have also entered into the registration agreement which provides a plan for the orderly distribution of shares of common stock following the split-off through a series of underwritten secondary public offerings, as well as other registered secondary sales and potential private sales.

 

•

In the first fifteen months following the split-off, Mosaic will conduct a series of underwritten secondary public offerings (the “formation offerings”) comprised of (i) a portion of the shares of common stock received by the MAC Trusts, or issuable upon conversion of the class A common stock received by the MAC Trusts, from Cargill in the split-off and (ii) shares of common stock expected to be transferred by Cargill to the exchanging Cargill debt holders in the debt exchanges. During the course of the formation offerings, exchanging Cargill debt holders are currently expected to sell approximately 107 million shares of common stock and the MAC Trusts are currently expected to sell at least 49.5 million shares of common stock. The initial formation offering is currently expected to include at least 82.5 million out of the total of approximately 157 million shares of common stock expected to be sold during the course of all formation offerings. The initial formation offering will settle on the same day as the split-off.

 

•

The shares of common stock that the MAC Trusts will be entitled to sell in the first two years following the split-off includes (i) 7.5 million shares of common stock to be received by the MAC Trusts in the split-off; (ii) 42 million shares of common stock into which shares of class A common stock, series A-4, received by the MAC Trusts in the split-off are convertible; and (iii) additional shares of common stock issuable upon the conversion of shares received by the MAC Trusts in the split-off if, subject to the terms of a tax agreement entered into by and among Mosaic, GNS and Cargill (which is referred to as the “tax agreement”), Mosaic grants the MAC Trusts express consent to sell such shares in the first two years following the split-off (which shares are referred to as “consent shares”).

 

•

If the MAC Trusts are unable to sell 49.5 million shares of common stock in the formation offerings described above and subject to other specified conditions (as more fully described under the heading “The Registration Agreement—Market Sales; Private Sales”), Mosaic may be required by the MAC Trusts to file a shelf registration statement for secondary sales of these shares until the second anniversary of the split-off.

 

•

Mosaic is under no obligation to register any securities in the transactions described above in excess of the sum of 49.5 million and the total number of Cargill retained shares (which are expected to be approximately 107 million shares).

 

 

Illustrative Example of Capitalization Following the Formation Offerings

 

Exchanging Cargill stockholders (other than the MAC Trusts) will receive only class B common stock in the split-off. Pursuant to the registration agreement, following the two-year anniversary of the split-off, Mosaic has agreed (upon the request of the MAC Trusts or, if no such request is made, at its own election) to conduct a series of underwritten secondary public offerings of shares of common stock into which shares of class A common stock and class B common stock received by the MAC Trusts and the other exchanging Cargill stockholders in the split-off are convertible (the “released share offerings”). For a description of the circumstances under which the class B common stock is convertible into class A common stock or common stock (or a combination thereof), please see the section entitled “Description of Capital Stock Following the Closing—Transfer Restrictions and Conversion Provisions.”

For a detailed description of the provisions described above please see the section entitled “The Registration Agreement.”

 

Governance Matters (page 83)

As a condition to the obligation of the Mosaic parties to complete the merger, the MAC Trusts and any other exchanging Cargill stockholder who, to Cargill’s knowledge at the time of closing, is reasonably expected to, or is part of a group of stockholders that is reasonably expected to, beneficially own 5% or more of the voting power of Mosaic for the election of directors immediately following the split-off, must become party to a governance agreement with Mosaic. Under this agreement, each such “significant stockholder” will be subject to certain transfer and standstill restrictions. In addition, until the earlier of the third anniversary of the closing and the first date on which such stockholder beneficially owns less than 10% of the total voting power for the election of the Mosaic board of directors, such stockholder also will be subject to voting restrictions with respect to its shares of Mosaic stock (other than with respect to any vote for the election of directors and for any proposal to convert the class B common stock into class A common stock or common stock (or a combination thereof)).

Material United States Federal Income Tax Consequences (page 56)

The IRS has issued a ruling to the effect that the exchange of Mosaic common stock for GNS common stock in the merger will qualify as a transaction described in section 351 of the Internal Revenue Code (the “Code”) and that holders of Mosaic common stock will not recognize any gain or loss upon exchange of their shares of Mosaic common stock for GNS common stock in the merger. Please see the section entitled “The Merger and Related Transactions—Material United States Federal Income Tax Consequences.”

No Appraisal Rights (page 58)

Holders of Mosaic common stock are not entitled to appraisal rights under Section 262 of the Delaware General Corporation Law (which is referred to as the “DGCL”) in connection with the merger or any of the related transactions.

Changes to the Rights of Mosaic Stockholders as a Result of the Merger (page 96)

In the merger, a portion of the shares of Mosaic common stock held by Cargill will be converted, on a one-for-one basis, into the right to receive shares of the different series of GNS class A common stock and GNS class B common stock, and each of the other outstanding shares of Mosaic common stock (including a portion of the shares of Mosaic common stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of GNS common stock. All of the shares of GNS stock issued in the merger (including those issued to Cargill) will represent the same economic interest in Mosaic’s consolidated business as the shares of Mosaic common stock for which they are converted. The GNS common stock will be substantially identical in all respects to Mosaic’s current common stock, and will also have the same economic rights as the class A common stock and the class B common stock (including with respect to dividends and voting on matters other than the election of directors), and the common stock, the class A common stock and class B common stock will vote together as a single class, except for specified class voting rights described under the heading “Description of Capital Stock Following the Closing—Voting.” The differences between the shares of common stock, class A common stock and class B common stock that are related to voting with respect to election of directors, conversion rights and restrictions on transferability are necessary for the split-off to be tax-free and are designed to satisfy applicable requirements under the Code and to facilitate the orderly introduction of the shares distributed in the split-off into the trading market. The class A common stock and the class B common stock will not be listed on any securities exchange. In addition, the bylaws of GNS at and immediately after the effective time of the merger will contain provisions substantially identical to the bylaws of Mosaic immediately prior to the effective time of the merger. Please see the section entitled “Comparison of Rights of Stockholders.”

Mosaic Special Meeting (page 33)

The special meeting of Mosaic’s stockholders will be held at Atria Corporate Center, 3033 Campus Drive, Plymouth, MN 55441 on May 11, 2011, at 9:00 a.m., local time.

 

No Cargill Stockholder Approval Required for the Merger (page 59)

Cargill stockholders are not required to adopt the merger and distribution agreement or approve the merger. However, Cargill stockholders must agree to exchange with Cargill a sufficient number of shares of Cargill common stock for shares of GNS stock at an exchange ratio to be determined prior to closing to allow Cargill to transfer to its stockholders approximately 178.5 million shares of GNS stock.

Regulatory Approval (page 58)

Under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “Hart-Scott-Rodino Act”), acquisitions of Mosaic stock by the Anne Ray Charitable Trust and the Margaret A. Cargill Foundation (two of the exchanging Cargill stockholders) in connection with the split-off may not be completed until applicable filings have been made, and the applicable waiting period has expired or been terminated. On March 10, 2011, each of Cargill, Anne Ray Charitable Trust, and Margaret A. Cargill Foundation filed its notification and report form under the Hart-Scott-Rodino Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission. On March 18, 2011, early termination of the applicable waiting period was granted. See the section entitled “The Merger and Related Transactions—Regulatory Approval.”

 

SELECTED HISTORICAL FINANCIAL DATA OF MOSAIC

Mosaic derived the financial information as of and for the fiscal years ended May 31, 2010, 2009, 2008, 2007 and 2006 from the audited financial statements for these fiscal years incorporated by reference in this proxy statement/prospectus. Mosaic derived the financial information as of and for the nine months ended February 28, 2011 and 2010 from its unaudited financial statements, which have been incorporated by reference in this proxy statement/prospectus. Interim results are not necessarily indicative of full year performance. You should read the following information together with Mosaic’s consolidated financial statements, the notes related thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Mosaic’s Annual Report on Form 10-K for the year ended May 31, 2010 and in Mosaic’s Quarterly Reports on Form 10-Q for the periods ended August 31, 2010, November 30, 2010 and February 28, 2011, which are incorporated by reference in this proxy statement/prospectus.

 

		Nine Months Ended February 28,								Years Ended May 31,
(In millions, except per share amounts)		2011				2010				2010				2009				2008				2007				2006
Statements of Operations Data:
Net sales		$	7,077.4			$	4,898.8			$	6,759.1			$	10,298.0			$	9,812.6			$	5,773.7			$	5,305.8
Cost of goods sold			4,950.8				3,893.1				5,065.8				7,148.1				6,652.1				4,847.6				4,668.4
Lower of cost or market write-down			—				—				—				383.2				—				—				—
Gross margin			2,126.6				1,005.7				1,693.3				2,766.7				3,160.5				926.1				637.4
Selling, general and administrative expenses			261.0				246.6				360.3				321.4				323.8				309.8				241.3
Restructuring loss (gain)			—				—				—				0.6				18.3				(2.1	)			287.6
Other operating expenses			26.3				35.9				62.2				43.8				11.7				2.1				6.6
Operating earnings			1,839.3				723.2				1,270.8				2,400.9				2,806.7				616.3				101.9
Interest expense, net			12.8				36.8				49.6				43.3				90.5				149.6				153.2
Foreign currency transaction loss			60.6				31.8				32.4				131.8				57.5				8.6				100.6
(Gain) loss on extinguishment of debt			—				—				—				(2.5	)			2.6				(34.6	)			—
(Gain) on sale of equity investment (a)			(685.6	)			—				—				(673.4	)			—				—				—
Other (income) expense			17.0				(6.7	)			(0.9	)			(4.0	)			(26.3	)			(13.0	)			8.2
Earnings (loss) from consolidated companies before income taxes			2,434.5				661.3				1,189.7				2,905.7				2,682.4				505.7				(160.1	)
Provision for income taxes			566.8				208.5				347.3				649.3				714.9				123.4				5.3
Earnings (loss) from consolidated companies			1,867.7				452.8				842.4				2,256.4				1,967.5				382.3				(165.4	)
Equity in net earnings (loss) of nonconsolidated companies			0.6				(17.8	)			(10.9	)			100.1				124.0				41.3				48.4
Net earnings (loss) including non-controlling interests			1,868.3				435.0				831.5				2,356.5				2,091.5				423.6				(117.0	)
Less: Net earnings attributable to non-controlling interests			2.9				4.0				4.4				6.3				8.7				3.9				4.4
Net earnings (loss) attributable to Mosaic		$	1,865.4			$	431.0			$	827.1			$	2,350.2			$	2,082.8			$	419.7			$	(121.4	)
Earnings (loss) available for common stockholders:
Net earnings (loss)		$	1,865.4			$	431.0			$	827.1			$	2,350.2			$	2,082.8			$	419.7			$	(121.4	)
Preferred stock dividend			—				—				—				—				—				—				11.1
Earnings (loss) available for common stockholders		$	1,865.4			$	431.0			$	827.1			$	2,350.2			$	2,082.8			$	419.7			$	(132.5	)
Earnings (loss) per common share attributable to Mosaic:
Basic net earnings (loss) per share		$	4.18			$	0.97			$	1.86			$	5.29			$	4.70			$	0.97			$	(0.35	)
Diluted net earnings (loss) per share		$	4.17			$	0.97			$	1.85			$	5.27			$	4.67			$	0.95			$	(0.35	)
Average shares outstanding:
Basic weighted average number of shares outstanding			445.8				444.9				445.1				444.3				442.7				434.3				382.2
Diluted weighted average number of shares outstanding			447.3				446.5				446.6				446.2				445.7				440.3				382.2
Balance Sheet Data (at period end):
Cash and cash equivalents		$	3,352.1			$	2,291.8			$	2,523.0			$	2,703.2			$	1,960.7			$	420.6			$	173.3
Total assets			14,699.1				12,278.2				12,707.7				12,676.2				11,819.8				9,163.6				8,723.0
Total long-term debt (including current maturities)			812.5				1,262.5				1,260.8				1,299.8				1,418.3				2,221.9				2,457.4
Total liabilities			3,689.5				3,786.0				3,959.3				4,161.0				5,065.2				4,957.4				5,171.8
Total equity			11,009.6				8,492.2				8,748.4				8,515.2				6,754.6				4,206.2				3,551.2
Other Financial Data:
Depreciation, depletion and amortization		$	324.5			$	332.6			$	445.0			$	360.5			$	358.1			$	329.4			$	585.9
Capital expenditures			897.3				635.6				910.6				781.1				372.1				292.1				389.5
Dividends per share (b)			0.15				1.45				1.50				0.20				—				—				—