PotashCorp Prices Offering of US $500 Million of 10-Year Notes

Listed: TSX, NYSE
Symbol: POT

SASKATOON, SK, March 23, 2015 /CNW/ - Potash Corporation of Saskatchewan Inc. (PotashCorp) today announced that it has priced an offering of US $500 million aggregate principal amount of 3.000 percent notes due April 1, 2025.

BofA Merrill Lynch, Goldman, Sachs & Co., HSBC and RBC Capital Markets are acting as joint book-running managers of the offering. BMO Capital Markets, Scotiabank, CIBC, Mitsubishi UFJ Securities, Rabo Securities, TD Securities, Morgan Stanley, UBS Investment Bank, Credit Agricole CIB, SMBC Nikko, and US Bancorp are acting as co-managers of the offering.

PotashCorp intends to use the net proceeds of the offering for general corporate purposes, which may include the redemption of its US $500 million aggregate principal amount of outstanding 3.750 percent notes maturing on September 30, 2015, although PotashCorp is not required to redeem these notes prior to maturity. The offering is expected to close on March 26, 2015, subject to customary closing conditions.

The offering is being made under an automatic shelf registration statement filed with, and declared effective by, the Securities and Exchange Commission on June 28, 2013. The offering may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, email [email protected]; Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: [phone], facsimile: 212-902-9316, email [email protected]; HSBC Securities (USA) Inc., 452 Fifth Avenue, New York, NY 10018, Attn: Transaction Management Group, telephone (toll-free): 1-866-811-8049, email [email protected]; or RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey St. 8^th Floor, New York, NY 10281, telephone: [phone]. An electronic copy of the registration statement and prospectus supplement, together with the prospectus, is available on the SEC's website.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the notes will be made exclusively by means of a prospectus and prospectus supplement.

PotashCorp is the world's largest integrated fertilizer and related industrial and feed products company by capacity and plays an integral role in global food production. PotashCorp is the world's largest producer, by capacity, of potash and one of the largest producers of nitrogen and phosphate. These three essential nutrients are required to help farmers grow healthier, more abundant crops. With the global population rising and diets improving in developing countries, these nutrients offer a responsible and practical solution to meeting the long-term demand for food. While agriculture is its primary market, the company also produces products for animal feed and industrial uses. Common shares of Potash Corporation of Saskatchewan Inc. are listed on the Toronto Stock Exchange and the New York Stock Exchange.

This release contains forward-looking statements or forward-looking information (forward-looking statements). These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements often contain words such as "should," "could," "expect," "may," "anticipate," "believe," "intend," "estimates," "plans" and similar expressions. These statements are based on certain factors and assumptions, including with respect to: foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities and effective tax rates. While the company considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are subject to risks and uncertainties that are difficult to predict. The results or events set forth in forward-looking statements may differ materially from actual results or events. Several factors could cause actual results or events to differ materially from those expressed in forward-looking statements including, but not limited to, the following: variations from our assumptions with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective tax rates; fluctuations in supply and demand in the fertilizer, sulfur, transportation and petrochemical markets; changes in competitive pressures, including pricing pressures; costs and availability of transportation and distribution of our raw materials and products, including railcars and ocean freight; risks and uncertainties related to operating and workforce changes made in response to our industry and the markets we serve; risks and uncertainties related to our international operations and assets; failure to prevent or respond to a major safety incident; adverse or uncertain economic conditions and changes in credit and financial markets; the results of sales contract negotiations within major markets; economic and political uncertainty around the world; risks associated with natural gas and other hedging activities; changes in capital markets; unexpected or adverse weather conditions; catastrophic events or malicious acts, including terrorism; changes in currency and exchange rates; imprecision in reserve estimates; adverse developments in new and pending legal proceedings or government investigations; our prospects to reinvest capital in strategic opportunities and acquisitions; our ownership of non-controlling equity investments in other companies; the impact of further technological innovation; increases in the price or reduced availability of the raw materials that we use; security risks related to our information technology systems; strikes or other forms of work stoppage or slowdowns; timing and impact of capital expenditures; rates of return on, and the risks associated with, our investments and capital expenditures; changes in, and the effects of, government policies and regulations; certain complications that may arise in our mining process, including water inflows; our ability to attract, retain, develop and engage skilled employees;  risks related to reputational loss; and earnings and the decisions of taxing authorities, which could affect our effective tax rates. Additional risks and uncertainties can be found in our Form 10-K for the fiscal year ended December 31, 2014 under the captions "Forward-Looking Statements" and "Item 1A – Risk Factors" and in our other filings with the US Securities and Exchange Commission and the Canadian provincial securities commissions. Forward-looking statements are given only as at the date of this release and the company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Potash Corporation of Saskatchewan Inc.

please contact: Investors: Denita Stann, Vice President, Investor and Public Relations, Phone: [phone], Fax: [phone], Email: [email protected]; Media: Randy Burton, Director, Public Relations and Communications, Phone: [phone], Fax: [phone], Email: [email protected]