Nutrien Cautions Investors Regarding Ocehan LLC’s Below Market “Mini-Tender” Offer

Key Terms

mini-tender financial

A mini-tender is an unsolicited offer to buy a relatively small number of a company’s shares, typically below the regulatory threshold that triggers full tender-offer protections. It matters to investors because these offers can arrive by mail or email and may press shareholders to sell at a price below market value or without the usual disclosures and safeguards—like someone offering to buy a few items from you at a discount without store oversight—so shareholders should review carefully before accepting.

mini-tender offer financial

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.

take-over bids regulatory

A take-over bid is an offer by an outside party to buy enough shares of a company to gain control, often made directly to shareholders at a specified price. It matters to investors because such offers can change a company's leadership, strategy and share value quickly—like someone offering to buy your neighborhood store and run it differently—so shareholders must weigh the cash or premium offered against the company’s future prospects.

tender offers regulatory

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

securities law regulatory

Securities law is the set of rules that govern the creation, sale and trading of financial instruments such as stocks and bonds, designed to ensure accurate disclosure and fair behavior in markets. Like traffic laws that keep drivers honest and prevent accidents, these rules require truthful information, forbid fraud and provide enforcement tools so investors can make informed choices and rely on a basic level of market integrity.

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SASKATOON, Saskatchewan--(BUSINESS WIRE)-- Nutrien Ltd. (TSX and NYSE: NTR) has received notice of an unsolicited “mini-tender” offer made by Ocehan LLC (“Ocehan”) to purchase up to 100,000 Nutrien common shares, or approximately 0.02% of Nutrien’s outstanding shares, at a price of C$70.20 per share. The offering price represents a discount of 24.91% and 26.13%, respectively, to the closing prices of Nutrien shares on the Toronto Stock Exchange and New York Stock Exchange on May 8, 2026, the last trading day before the mini-tender offer was commenced.

Nutrien does not endorse Ocehan’s unsolicited offer, has no association with Ocehan or its offer, and does not recommend or endorse this unsolicited mini-tender offer. Shareholders are cautioned that Ocehan’s offer has been made at a price below the current market price for the shares.

Ocehan has made similar unsolicited mini-tender offers for shares of several other public companies. Mini-tender offers are designed to avoid many of the investor protections like disclosure and procedural protections applicable to most take-over bids and tender offers under Canadian and U.S. securities law. The Canadian Securities Administrators (“CSA”) and the U.S. Securities and Exchange Commission (“SEC”) have expressed concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

Comments from the CSA on mini-tender offers can be found on the Ontario Securities Commission website at: CSA Staff Notice 61-301 Staff Guidance on the Practice of “Mini-Tenders”. The SEC has noted that “bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s advisory to investors can be found at: https://www.sec.gov/about/reports-publications/investorpubsminitend.

Nutrien urges shareholders to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to Ocehan’s offer. Shareholders who have already tendered their shares should consider taking actions to withdraw them, including reviewing the withdrawal procedures in Ocehan’s offering documents.

Nutrien strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website at: Letter to SIA re: Broker-Dealer Mini-Tender Offer Dissemination and Disclosures (sec.gov) and the relevant provisions in the CSA’s notice referenced above. Nutrien requests that a copy of this news release be included with all distributions of materials relating to Ocehan’s mini-tender offer related to Nutrien shares.

About Nutrien

Nutrien is a leading global provider of crop inputs and services. We operate a world-class network of production, distribution and ag retail facilities that positions us to efficiently serve the needs of growers. We focus on creating long-term value by prioritizing investments that strengthen the advantages of our business across the ag value chain and by maintaining access to the resources and the relationships with stakeholders needed to achieve our goals.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260612567552/en/

FOR FURTHER INFORMATION:

Investor Contact
Jeff Holzman
Senior Vice President, Investor Relations and FP&A
(306) 933 8545 – investors@nutrien.com

Media Contact
Simon Scott
Vice President, Global Communications
(403) 225 7213 – media@nutrien.com

Contact us at: www.nutrien.com

Source: Nutrien Ltd.