HOUSTON, TX – March 13, 2023 – 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’Neill
Itafos Investor Relations
investor@itafos.com
713-242-8446
Itafos Announces Commencement of Strategic Alternatives Review Process