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Mosaic Announces Secondary Offering of Common Stock

PLYMOUTH, Minn., May 12, 2011 /PRNewswire/ -- The Mosaic Company (NYSE: MOS) announced today the commencement of a secondary offering of 100 million shares of common stock related to Cargill, Incorporated's exchange of its approximately 64 percent interest in Mosaic with Cargill stockholders and certain debt holders.  The secondary offering is expected to be comprised of 92.5 million shares owned by Cargill's debt holders following a debt-for-equity exchange and 7.5 million shares owned by a charitable trust and foundation formed through the estate planning of Margaret A. Cargill.  In addition, the underwriters have been granted a 30-day option to purchase up to 15 million additional shares from certain of the selling stockholders to cover over-allotments, if any.

The shares to be sold in the offering consist of common stock of GNS II (U.S.) Corp., a wholly-owned subsidiary of Mosaic.  Pursuant to the restructuring transactions related to the split-off of Mosaic from Cargill, GNS II will become the parent of Mosaic and will be renamed The Mosaic Company. Completion of the offering will be conditioned on completion of the restructuring transactions.  Neither Mosaic nor GNS II will receive any proceeds from the offering and there will be no change to the outstanding shares or earnings per share of Mosaic as a result of the transaction.

A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission by GNS II, but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC are serving as the joint book-running managers for the offering.  A prospectus relating to the offering has been filed with the Securities and Exchange Commission and is available at its website www.sec.gov.   A copy of the prospectus may be requested from one of the following banks involved in the transaction.  

Credit SuisseSecurities (USA) LLC
Attention: Credit Suisse Prospectus Department
One Madison Avenue
New York, NY 10010
Telephone: (800) 221-1037

J.P. MorganSecurities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (866) 803-9204

UBS Securities LLC
Attention: Prospectus Department
299 Park Avenue
New York, NY 10171
Telephone: (888) 827-7275

About The Mosaic Company

The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients.  Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry.  More information on the company is available at www.mosaicco.com.

SOURCE The Mosaic Company

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