Edgar Filing: MOSAIC CO

Preliminary Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

x	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

THE MOSAIC COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

x	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

$4,140,935.07

(2)

Form, Schedule or Registration Statement No.:

Registration Statement on Form S-4

(3)

Filing Party:

GNS II (U.S.) Corp.

(4)

Date Filed:

February 4, 2011

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED FEBRUARY 4, 2011


		[—], 2011

Dear Stockholder:

You are cordially invited to attend the special meeting of the stockholders of The Mosaic Company, a Delaware corporation (which is sometimes referred to as “Mosaic” or “the Company”), which will be held at [—], on [—], 2011, at [—] a.m. local time. This is an important special meeting that affects your investment in Mosaic.

As we announced on January 18, 2011, Mosaic and Cargill, Incorporated (“Cargill”) entered into agreements relating to Cargill’s exchange with its stockholders and certain of its debt holders of Cargill’s approximately 64% interest, or 286 million share position, in Mosaic. At the special meeting, you will be asked to consider and vote upon the adoption of the merger and distribution agreement, pursuant to which, among other things:

•

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

•

a portion of the shares of Mosaic common stock held by Cargill will be converted, on a one-for-one basis, into shares of the new class A common stock and class B common stock, which will increase the voting power of Cargill’s shares with respect to the election of the Mosaic board of directors to more than 80% and thereby facilitate Cargill’s ability to effect the split-off described below in a tax-free manner.

As a result of the transaction, there will be no change to Mosaic’s total outstanding shares, the economic rights of the Mosaic shares or earnings per share.

The merger is proposed in conjunction with, and is conditioned upon, Cargill completing an exchange with certain of its stockholders of all of the shares of class A common stock and class B common stock and at least 7,500,000 shares of common stock that Cargill receives in the merger for shares of Cargill common stock (the exchange by Cargill of its Mosaic shares with its stockholders is referred to as the “split-off”), which will result in Cargill’s stockholders receiving approximately 40% of the outstanding Mosaic shares, representing approximately 81% of the voting power with respect to the election of Mosaic’s board of directors. Certain Cargill stockholders have already agreed to exchange some or all of their shares of Cargill common stock in the split-off.

As described in this proxy statement/prospectus a number of transactions are contemplated in connection with the merger and split-off, which are intended to facilitate the orderly distribution of Mosaic shares following the split-off. However, you are only being asked to consider and vote upon the adoption of the merger and distribution agreement (and the related adjournment proposal). Although you are only being asked to consider and vote upon the adoption of the merger and distribution agreement (and the related adjournment proposal), we urge you to read this entire document carefully, including the section entitled “Risk Factors” beginning on page 23. You should consider each of the transactions described in this proxy statement/prospectus when making your voting decision.

The completion of the merger and related transactions is conditioned upon the adoption of the merger and distribution agreement both (i) by the holders of a majority of the outstanding shares of Mosaic common stock and (ii) by the holders of a majority of the outstanding shares of Mosaic common stock other than Cargill and its subsidiaries.

The Mosaic board of directors believes that the merger and distribution agreement, and the transactions contemplated by the merger and distribution agreement and related transaction documents (which are referred to collectively as the “transactions”), are advisable and fair to and in the best interests of Mosaic and its stockholders (other than Cargill and its subsidiaries), and has approved these transactions. Prior to such approval of the Mosaic board of directors, a specially constituted committee of the Mosaic board of directors, composed entirely of independent directors (which is referred to as the “Mosaic special committee”), determined that the transactions are advisable and fair to and in the best interests of Mosaic and its stockholders (other than Cargill and its subsidiaries) and unanimously recommended that the Mosaic board of directors approve the transactions.

Upon unanimous recommendation of the Mosaic special committee, the Mosaic board of directors recommends that you vote “FOR” the adoption of the merger and distribution agreement and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies for the adoption of the merger and distribution agreement. Your participation and vote are important. The merger will not be effected without, among other things, the affirmative vote of at least a majority of Mosaic’s outstanding common stock held by Mosaic stockholders (other than Cargill and its subsidiaries), entitled to vote at the special meeting.

Your vote is important. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by submitting a proxy through the Internet or by telephone as described on the enclosed instructions as soon as possible to make sure your shares are represented at the special meeting. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the adoption of the merger and distribution agreement (and the related adjournment proposal). The failure to vote by submitting your proxy or attending the special meeting and voting in person will have the same effect as a vote against the adoption of the merger and distribution agreement.

Sincerely,

James T. Prokopanko

Chief Executive Officer and President

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger and the other transactions contemplated by the merger and distribution agreement or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

This document is dated [—], 2011, and is first being mailed to Mosaic stockholders on or about [—], 2011.

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about Mosaic from documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the proxy statement/prospectus from the SEC’s website at http://www.sec.gov or from Mosaic’s website at www.mosaicco.com (“Investors” tab) or by requesting them in writing or by telephone from Mosaic at the following address and telephone number:

The Mosaic Company

Atria Corporate Center, Suite E490

3033 Campus Drive Plymouth, Minnesota 55441 Attention: Director – Investor Relations

Telephone: (763) 577-2828

In addition, if you have questions about the merger and distribution agreement, the merger and related transactions or the special meeting of Mosaic stockholders, or if you need to obtain copies of the accompanying proxy statement/prospectus, proxy cards, or other documents incorporated by reference in the proxy statement/prospectus, you may contact Mosaic’s proxy solicitor, at the address and telephone number listed below. You will not be charged for any of the documents you request.

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

If you would like to request documents, please do so by [—], 2011 in order to receive them before the special meeting of Mosaic stockholders.

For a more detailed description of the information incorporated by reference in the accompanying proxy statement/prospectus and how you may obtain it, please see the section entitled “Where You Can Find More Information” beginning on page 90.

LOGO

Headquarter Offices:

Atria Corporate Center, Suite E490

3033 Campus Drive

Plymouth, MN 55441

Telephone (763) 577-2700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [—], 2011

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of The Mosaic Company, a Delaware corporation (“Mosaic”), will be held at [—] on [—], 2011, at [—] a.m., local time, for the following purposes:

Merger Proposal. To consider and vote upon a proposal to adopt the merger and distribution agreement, dated as of January 18, 2011, by and among Cargill, Incorporated (“Cargill”), Mosaic, GNS II (U.S.) Corp. (“GNS”), GNS Merger Sub LLC (“Merger Sub”) and, for the limited purposes set forth therein, the Margaret A. Cargill Foundation, established under the Acorn Trust dated January 30, 1995, as amended, the Acorn Trust, dated January 30, 1995, as amended, the Lilac Trust dated August 20, 1996, as amended and the Anne Ray Charitable Trust, dated August 20, 1996, as amended (collectively, the “MAC Trusts”) (the “merger and distribution agreement”), pursuant to which Merger Sub will merge with and into Mosaic, with Mosaic being the surviving corporation (the “merger”). As a result of the merger, (i) Mosaic 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 shares of each series of GNS class A common stock and each series of GNS 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 GNS common stock; and

Adjournment Proposal. To consider and vote upon a proposal to adjourn the special meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger and distribution agreement.

Please refer to the accompanying proxy statement/prospectus with respect to the business to be transacted at the special meeting. The Mosaic board of directors, upon the unanimous recommendation of the Mosaic special committee, believes that the merger and distribution agreement, and the transactions contemplated by the merger and distribution agreement and related transaction documents, are advisable and fair to and in the best interests of Mosaic and its stockholders (other than Cargill and its subsidiaries) and has approved these transactions. Accordingly, upon unanimous recommendation of the Mosaic special committee, the Mosaic board of directors recommends that you vote “FOR” the adoption of the merger and distribution agreement. In addition, the Mosaic board of directors recommends that you vote “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies for the adoption of the merger and distribution agreement.

The Mosaic board of directors has fixed the close of business on [—], 2011 as the record date for the special meeting. Accordingly, only stockholders of record on the record date are entitled to notice of and to vote at the special meeting or at any adjournment of the special meeting. The list of stockholders entitled to vote at the special meeting will be available for review by any Mosaic stockholder entitled to vote at the special meeting at Mosaic’s principal executive offices during regular business hours at least 10 days before the special meeting.

By Order of the Board of Directors of The Mosaic Company,

Richard L. Mack

Executive Vice President, General Counsel and

Corporate Secretary

[—], 2011

Plymouth, Minnesota

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy at any time before the special meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.

The accompanying proxy statement/prospectus provides a detailed description of the merger and distribution agreement, the merger and related transactions to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the other meeting matters or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares, please contact Mosaic’s 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

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION STRUCTURE AND THE SPECIAL MEETING		1
SUMMARY		8
The Companies		8
Mosaic’s Relationship with Cargill		9
Overview of the Transactions		9
Recommendation of the Board of Directors		13
Treatment of Mosaic Equity-Based Awards		13
Interests of Mosaic’s Officers and Directors		13
Market Prices of Mosaic Common Stock		14
Expected Timing of the Merger		14
Conditions to Complete the Merger		14
Termination of the Merger and Distribution Agreement		15
Termination Fees and Expenses		16
Registered Offerings and Sales Following the Split-off under the Registration Agreement		16
Governance Matters		17
Material United States Federal Income Tax Consequences		18
No Appraisal Rights		18
Changes to the Rights of Mosaic Stockholders as a Result of the Merger		18
Mosaic Special Meeting		18
No Cargill Stockholder Approval Required for the Merger		18
Regulatory Approval		18
SELECTED HISTORICAL FINANCIAL DATA OF MOSAIC		20
MARKET PRICE DATA AND DIVIDEND INFORMATION		22
RISK FACTORS		23
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		27
THE COMPANIES		29
The Mosaic Company		29
Cargill, Incorporated		29
GNS II (U.S.) Corp.		30
GNS Merger Sub LLC		31
THE SPECIAL MEETING OF MOSAIC STOCKHOLDERS		32
Date, Time and Place of the Special Meeting		32
Purpose of the Special Meeting		32
Record Date; Shares Entitled to Vote		32
Quorum		32
Required Vote		33
Voting of Proxies		33
How to Revoke Your Proxy		34
Voting in Person		34
Abstentions and Broker Non-Votes		34
Adjournments		35
Certain Ownership of Mosaic Common Stock		35
Expenses of Solicitation		35
THE MERGER AND RELATED TRANSACTIONS		37
Background of the Merger and Related Transactions		37
Mosaic’s Reasons for the Merger and Related Transactions; Recommendation of the Mosaic Special Committee and Board of Directors		46
Interests of Certain Persons in the Merger and Related Transactions		50


Material United States Federal Income Tax Consequences			51
New York Stock Exchange Listing			52
No Appraisal Rights			53
Regulatory Approval			53
Expected Timing of the Merger			53
No Cargill Stockholder Approval Required for the Merger			53
Accounting Treatment			53
THE MERGER AND DISTRIBUTION AGREEMENT			54
The Closing			54
Amendment of the GNS Charter			54
The Merger			54
Split-off			55
Debt Exchanges			56
Conversion of Shares; Exchange of Certificates; Dividends			56
Representations and Warranties			57
Interim Covenants			58
Mosaic Stockholder Meeting; Proxy Statement and Registration Statement; Mosaic Board Recommendation			60
Efforts			61
Voting			61
Transfers of Mosaic Common Stock by Cargill; Agreements by Cargill			61
Indemnification			62
Conditions to Closing			63
Termination			65
Effect of Termination			66
Termination Fees and Expenses			66
THE REGISTRATION AGREEMENT			69
Formation Offerings			69
Market Sales; Private Sales			71
S&P 500 Index Inclusion Offering			71
Released Share Offerings			72
Restrictions on Equity Issuances, Share Repurchases			73
Limitations on Registration			74
Indemnification			74
OTHER TRANSACTION AGREEMENTS			76
Governance Agreement			76
Tax Agreement			77
Registration Rights Agreement			79
OTHER ARRANGEMENTS AND RELATIONSHIPS BETWEEN MOSAIC AND CARGILL			80
DESCRIPTION OF CAPITAL STOCK FOLLOWING THE CLOSING			81
Equity Capitalization of Mosaic Following the Effective Time of the Merger			81
Common Stock, Class A Common Stock and Class B Common Stock			81
Preferred Stock			82
Transfer Restrictions and Conversion Mechanics			82
Voting			84
Certain Effects of Authorized but Unissued Stock			85
Anti-Takeover Provisions in Certificate and Bylaws			85
Delaware Statutory Provisions			85
COMPARISON OF RIGHTS OF STOCKHOLDERS			86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			87
Ownership of Securities by Directors and Executive Officers			87
Ownership of Securities by Others			88


LEGAL MATTERS			89
EXPERTS			89
FUTURE STOCKHOLDER PROPOSALS			89
WHERE YOU CAN FIND MORE INFORMATION			90

ANNEX A—Merger and Distribution Agreement

ANNEX B—Form of Restated Certificate of Incorporation of GNS

ANNEX C—Form of Amended and Restated Bylaws of GNS

ANNEX D—Registration Agreement

ANNEX E—Governance Agreement

ANNEX F—Tax Agreement

ANNEX G—Registration Rights Agreement

iii

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?*

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.

•

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).

•

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.

LOGO

•

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”).

•

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?*

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:

•

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;

•

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;

•

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

•

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; such specified actions must be approved by the affirmative vote of at least two-thirds 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 two-thirds 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

•

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?*

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?*

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?*

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?*

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?

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:	*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?*

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 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?*

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 [—], 2011, or if they are received but are invalid, 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 [—] on [—], 2011, at [—] 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” ([—], 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:

•

if you voted over the telephone or by Internet, by voting again over the telephone or by Internet no later than [—] on [—], 2011;

•

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

•

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 [—], 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?*

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:

•

FOR the adoption of the merger and distribution agreement; and

•

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?*

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?*

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 90. 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 29)

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 November 30, 2010, Mosaic and its subsidiaries employed approximately 7,600 people. In its 2010 fiscal year ended May 31, 2010, Mosaic had consolidated net earnings attributable to Mosaic of $827.1 million. For the six months ended November 30, 2010, Mosaic had consolidated net earnings attributable to Mosaic of $1.323 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 90.

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 50 and page (80)

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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.

•

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 54)

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:

•

each share of each series of class A common stock will be entitled to one vote 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;

•

each share of each series of class B common stock will be entitled to ten votes with respect to the election of directors and one vote 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

•

each share of the common stock will be entitled to one vote with respect to all matters to which holders of common stock will be entitled to vote.

The transfer restrictions pertaining to the class A common stock and the class B common stock are intended to help facilitate the orderly disposition 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 54)

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.

LOGO

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 55)

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.”

LOGO

Debt Exchanges; Initial Formation Offering (page 56 and page 69)

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.

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 46)

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 55)

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 50)

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 [—] shares of Cargill capital stock (representing in the aggregate less than [—]% 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 22)

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 [—], 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 $[—].

Expected Timing of the Merger (page 53)

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 63)

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:

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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;

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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);

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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;

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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;

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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;

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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 65)

•

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 66)

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.

Registered Offerings and Sales Following the Split-off under the Registration Agreement (page 69)

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. 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).

•

Exchanging Cargill stockholders (other than the MAC Trusts) will receive only class B common stock in the split-off. 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 Mechanics.”

The registration agreement also contains additional provisions relating to the timing of and procedures for each of the transactions described above. For a detailed description of these provisions please see the section entitled “The Registration Agreement.”

Governance Matters (page 76)

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 agrees, among other things, to vote its shares of Mosaic stock (other than 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)) at all meetings of the Mosaic stockholders in accordance with the board of directors’ recommendation with respect to each matter, so long as holders of a majority of the voting securities owned by all holders other than the significant stockholders who have submitted proxies to Mosaic in respect of such meeting have instructed the proxy holder to vote the securities subject to such proxies in accordance with the board of directors’ recommendation on such matter.

Material United States Federal Income Tax Consequences (page 51)

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 53)

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 86)

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 32)

The special meeting of Mosaic’s stockholders will be held at [—] on [—], 2011, at [—] a.m., local time.

No Cargill Stockholder Approval Required for the Merger (page 53)

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 53)

Certain acquisitions of Mosaic stock by exchanging Cargill stockholders in connection with the split-off may require a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If Cargill

stockholders decide to participate in the exchange in connection with the split-off and, consequently, acquire enough shares of Mosaic stock to exceed the applicable threshold stated in the Hart-Scott-Rodino Act and associated regulations, and if an exemption under the Hart-Scott-Rodino Act or regulations does not apply, Mosaic, Cargill and tendering Cargill stockholders would be required to make filings under the Hart-Scott-Rodino Act and such exchanging Cargill stockholders would be required to pay the applicable filing fee. 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 six months ended November 30, 2010 and 2009 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 and November 30, 2010, which are incorporated by reference in this proxy statement/prospectus.


	Six Months Ended November 30,						Years Ended May 31,
(In millions, except per share amounts)	2010			2009			2010			2009			2008			2007			2006

Statements of Operations Data:
Net sales	$	4,863.1		$	3,166.9		$	6,759.1		$	10,298.0		$	9,812.6		$	5,773.7		$	5,305.8
Cost of goods sold		3,590.1			2,637.7			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		1,273.0			529.2			1,693.3			2,766.7			3,160.5			926.1			637.4
Selling, general and administrative expenses		177.4			164.3			360.3			321.4			323.8			309.8			241.3
Restructuring loss (gain)		—			—			—			0.6			18.3			(2.1	)		287.6
Other operating expenses		27.1			30.6			62.2			43.8			11.7			2.1			6.6

Operating earnings		1,068.5			334.3			1,270.8			2,400.9			2,806.7			616.3			101.9
Interest expense, net		12.6			26.8			49.6			43.3			90.5			149.6			153.2
Foreign currency transaction loss		28.9			9.5			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		0.9			(6.0	)		(0.9	)		(4.0	)		(26.3	)		(13.0	)		8.2

Earnings (loss) from consolidated companies before income taxes		1,711.7			304.0			1,189.7			2,905.7			2,682.4			505.7			(160.1	)
Provision for income taxes		390.9			83.2			347.3			649.3			714.9			123.4			5.3

Earnings (loss) from consolidated companies		1,320.8			220.8			842.4			2,256.4			1,967.5			382.3			(165.4	)
Equity in net earnings (loss) of nonconsolidated companies		4.9			(9.3	)		(10.9	)		100.1			124.0			41.3			48.4

Net earnings (loss) including non-controlling interests		1,325.7			211.5			831.5			2,356.5			2,091.5			423.6			(117.0	)
Less: Net earnings attributable to non-controlling interests		2.4			3.1			4.4			6.3			8.7			3.9			4.4

Net earnings (loss) attributable to Mosaic	$	1,323.3		$	208.4		$	827.1		$	2,350.2		$	2,082.8		$	419.7		$	(121.4	)

Earnings (loss) available for common stockholders:
Net earnings (loss)	$	1,323.3		$	208.4		$	827.1		$	2,350.2		$	2,082.8		$	419.7		$	(121.4	)
Preferred stock dividend		—			—			—			—			—			—			11.1

Earnings (loss) available for common stockholders	$	1,323.3		$	208.4		$	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	$	2.97		$	0.47		$	1.86		$	5.29		$	4.70		$	0.97		$	(0.35	)

Diluted net earnings (loss) per share	$	2.96		$	0.47		$	1.85		$	5.27		$	4.67		$	0.95		$	(0.35	)

Average shares outstanding:

Basic weighted average number of shares outstanding		445.6			444.8			445.1			444.3			442.7			434.3			382.2
Diluted weighted average number of shares outstanding		447.1			446.4			446.6			446.2			445.7			440.3			382.2
Balance Sheet Data (at period end):

Cash and cash equivalents	$	3,659.4		$	2,648.1		$	2,523.0		$	2,703.2		$	1,960.7		$	420.6		$	173.3
Total assets		14,199.4			12,696.6			12,707.7			12,676.2			11,819.8			9,163.6			8,723.0
Total long-term debt (including current maturities)		1,254.7			1,266.2			1,260.8			1,299.8			1,418.3			2,221.9			2,457.4
Total liabilities		3,928.6			4,443.7			3,959.3			4,161.0			5,065.2			4,957.4			5,171.8
Total equity		10,270.8			8,252.9			8,748.4			8,515.2			6,754.6			4,206.2			3,551.2
Other Financial Data:

Depreciation, depletion and amortization	$	210.4		$	231.0		$	445.0		$	360.5		$	358.1		$	329.4		$	585.9
Capital expenditures		585.7			426.8			910.6			781.1			372.1			292.1			389.5
Dividends per share ^(b)		0.10			0.10			1.50			0.20			—			—			—

(a)	Mosaic recorded a $685.6 million pre-tax gain on the sale of Mosaic’s equity method investment in Fosfertil in the six months ended November 30, 2010 and a $673.4 million pre-tax gain on the sale of Mosaic’s equity method investment in Saskferco in fiscal 2009.

(b)	In fiscal 2010, Mosaic paid a special dividend of $1.30 per share in addition to quarterly dividends of $0.05 per share.

MARKET PRICE DATA AND DIVIDEND INFORMATION

Mosaic common stock is listed and traded on the NYSE under the symbol “MOS.” The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share of Mosaic common stock, as reported on the NYSE. In addition, the table also sets forth the quarterly cash dividends per share declared by Mosaic with respect to its common stock. On [—], 2011, the last practicable trading day prior to the date of this proxy statement/prospectus, there were [—] shares of Mosaic common stock outstanding.


	Mosaic
	High		Low		Dividends Declared
For the fiscal quarter ended:
2008/2009
August 31, 2008	$	163.25	$	92.46	$	0.05
November 30, 2008	$	104.00	$	21.94	$	0.05
February 28, 2009	$	48.68	$	23.65	$	0.05
May 31, 2009	$	59.34	$	36.94	$	0.05

2009/2010
August 31, 2009	$	57.25	$	39.39	$	0.05
November 30, 2009	$	57.42	$	45.00	$	1.35	^(a)
February 28, 2010	$	68.28	$	52.87	$	0.05
May 31, 2010	$	64.70	$	42.80	$	0.05

2010/2011
August 31, 2010	$	59.88	$	37.68	$	0.05
November 30, 2010	$	74.25	$	56.59	$	0.05
February 28, 2011 (through February 2, 2011)	$	85.45	$	65.00	$	0.05

(a)	On October 23, 2009, Mosaic declared a special dividend of $1.30 per share. This dividend was paid on December 3, 2009.

The following table presents the last reported sale price of a share of Mosaic common stock, as reported on the NYSE on January 18, 2011, the last full trading day prior to the public announcement of the of the proposed transactions, and on [—], 2011, the last practicable trading day prior to the date of this proxy statement/prospectus:


	Mosaic
January 18, 2011	$	85.07
[—], 2011	$	[—]

RISK FACTORS

You should carefully consider the matters described in this section, as well as other information included in this proxy statement/prospectus and the other documents to which you have been referred, in considering whether or not to vote for the adoption of the merger and distribution agreement.

For a discussion of additional uncertainties associated with (1) Mosaic’s businesses and (2) forward-looking statements in this document, please see the section entitled “Cautionary Statement Concerning Forward-Looking Statements.” In addition, you should consider the risks associated with Mosaic’s business that appear 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 and November 30, 2010, which are incorporated by reference into this proxy statement/prospectus.

Risks Relating to the Merger and the Split-off

Tax rules governing the tax-free exchange by Cargill of GNS stock with its stockholders and certain of its debt holders could result in limitations on the ability of the Company to execute certain aspects of its business plan for a period of time following the split-off and, notwithstanding the IRS ruling and tax opinion issued to Cargill in connection with the split-off, the Company could owe significant tax-related indemnification liabilities to Cargill.

The IRS has issued a ruling to the effect that the split-off will be tax-free to Cargill and its stockholders, and it is a condition to the completion of the split-off that Cargill receive a tax opinion relating to certain tax consequences of the transaction. Notwithstanding the IRS ruling and tax opinion, however, the split-off and the related transactions could become taxable to Cargill and its stockholders under certain circumstances. For example, the split-off could be taxable to Cargill (but not its stockholders) under Section 355(e) of the Code (“Section 355(e)”) if one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest (by vote or value) in the Company as part of a plan or series of related transactions that includes the split-off. Therefore, Cargill and Mosaic have agreed to tax-related restrictions and indemnities set forth in the tax agreement referred to herein, under which Mosaic may be restricted or deterred, following completion of the split-off, from taking certain actions for a period of two years following the completion of the split-off, including (i) redeeming or purchasing its stock in excess of agreed-upon amounts; (ii) issuing any equity securities in excess of agreed upon amounts; (iii) approving or recommending a third party’s acquisition of the Company; (iv) permitting any merger or other combination of Mosaic or GNS; and (v) entering into an agreement for the purchase of any interest in Mosaic or GNS, subject to certain exceptions. Mosaic and GNS have agreed to indemnify Cargill and its subsidiaries for taxes and tax-related losses imposed on Cargill and its subsidiaries as a result of the split-off and other transactions failing to qualify as tax-free, if the taxes and related losses are attributable to, arise out of or result from certain prohibited acts or to any breach of, or inaccuracy in, any representation, warranty or covenant made by Mosaic or GNS in the tax agreement. The taxes and tax-related losses of Cargill and its subsidiaries would be significant if the split-off fails to qualify as tax-free, and so this indemnity would result in significant liabilities from the Company to Cargill that could have a material adverse effect on the Company. For a further discussion of the restrictions and indemnities set forth in the tax agreement, please see the section entitled “Other Transaction Agreements—Tax Agreement.”

The merger will decrease the voting power of Mosaic’s current public stockholders with respect to the election of directors.

Mosaic’s public stockholders currently own shares of Mosaic common stock that represent approximately 36% of the voting power for all matters. For the split-off and the debt exchanges 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 B common stock will be established in connection with the merger

to permit Cargill to effect the split-off and the debt exchanges in a manner that is tax-free to Cargill and its stockholders. Following the merger, Mosaic’s current public stockholders will hold shares of common stock which will have one vote per share, while the shares of class B common stock will have ten votes per share with respect to the election of directors. As a result, Mosaic’s current public stockholders will own shares of common stock representing approximately 11% of the voting power for the election of directors (but will continue to hold approximately 36% of the voting power for all other matters).

Limitations on equity issuances, acquisitions, buybacks and other actions.

The merger and distribution agreement, the registration agreement and the tax agreement, restrict Mosaic and its subsidiaries’ ability to take certain actions, including making certain equity issuances and material acquisitions, undertaking share buybacks and disposing of material businesses or assets. These restrictions and limitations in some cases apply to the period of time before the closing of the split-off and in some cases apply for a period of two years following completion of the split-off. These restrictions and limitations may prevent the Company from pursuing business opportunities that may arise prior to expiration of such restrictions and limitations. Please see the sections entitled “The Merger and Distribution Agreement” beginning on page 54, “The Registration Agreement” beginning on page 69 and the “Other Transaction Agreements—Tax Agreement” beginning on page 77 for a description of these restrictions and limitations.

Cargill has a unilateral right to terminate the merger and distribution agreement at any time prior to the completion of the merger.

Under the terms of the merger and distribution agreement, Cargill has the right to terminate such agreement (subject to the payment of a $200 million termination fee in certain circumstances) at any time prior to the completion of the merger if 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. In addition, if Cargill does not determine to close the transaction during a specified closing period, Mosaic may terminate the merger and distribution agreement. Therefore, even if the merger and distribution agreement is adopted by the Mosaic stockholders, there can be no guarantee that the merger and related transactions will occur.

If the merger and the related transactions are not completed, Mosaic may be adversely affected without realizing any of the benefits of having completed the merger. For example:

•

matters relating to the merger and related transactions may require substantial commitments of time and resources by Mosaic management, which could otherwise have been devoted to other opportunities that may have been beneficial to Mosaic; and

•

Cargill will retain its majority ownership interest and continue to have the ability to effectively control the strategic direction and significant corporate transactions of Mosaic, and its interests in these matters may conflict with the interests of other stockholders of Mosaic.

Risks Relating to an Investment in Mosaic’s Common Stock Following the Merger

Stock sales following the split-off may affect the stock price of Mosaic’s common stock.

After the completion of the merger and split-off, Mosaic expects to conduct a series of underwritten secondary public offerings during the first fifteen months following the split-off which could result in downward pressure on the market price of Mosaic’s common stock.

In addition, prior to the 24-month anniversary of the split-off, Mosaic may be required by the MAC Trusts to file a shelf registration statement for secondary sales of shares in the event the MAC Trusts are not given the

opportunity to sell 49,500,000 shares of stock received by the MAC Trusts in the split-off in the formation offerings discussed above. Furthermore, the registration agreement provides for the possibility of another series of underwritten secondary public offerings, which would begin no earlier than 12 months following the last of the formation offerings described above (or any later underwritten primary equity issuance by Mosaic in accordance with the terms of the registration agreement), with respect to Mosaic shares received by exchanging Cargill stockholders (including Mosaic shares received but not sold by the MAC Trusts in the initial two-year period following the split-off). This second series of underwritten secondary public offerings is expected to be completed, at the latest, on the 54-month anniversary of the split-off. These sales could also result in downward pressure on the stock price of Mosaic’s common stock.

Mosaic’s stock price may fluctuate significantly following the split-off.

The price of Mosaic common stock may fluctuate significantly following the merger and the split-off as a result of many factors in addition to those discussed in the preceding risk factors and the section entitled “Risk Factors” included in the Mosaic Annual Report on Form 10-K for the year ended May 31, 2010 and the Quarterly Reports on Form 10-Q for the quarterly periods ended August 31, 2010 and November 30, 2010, which are incorporated herein by reference. These factors, some or all of which are beyond Mosaic’s control, include:

•

market conditions in the broader stock market in general;

•

actual or anticipated fluctuations in Mosaic’s results of operations;

•

changes in expectations as to Mosaic’s future financial performance, including financial estimates by securities analysts and investors;

•

success of Mosaic’s operating and growth strategies;

•

investor anticipation of strategic and technological threats, whether or not warranted by actual events;

•

operating and stock price performance of Mosaic’s competitors;

•

regulatory or political developments;

•

litigation and government investigations;

•

changes in key personnel;

•

depth of the trading market in Mosaic’s common stock; and

•

failure of securities analysts to cover Mosaic’s common stock after the formation offerings and/or the released share offerings.

In addition, the stock market has historically experienced volatility that often has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of Mosaic common stock, regardless of Mosaic’s actual operating performance.

The class B common stock may remain as a separate class for an indefinite period of time.

Mosaic presently expects that, following completion of the split-off and in connection with the consideration of resolutions to be submitted to the Mosaic stockholders at the first regularly scheduled annual stockholders’ meeting of Mosaic following the split-off or at a special stockholders’ meeting of Mosaic following the split-off, the Mosaic board of directors will consider a proposal to convert the class B common stock to either class A common stock or common stock (or a combination thereof) on a share-for-share basis, subject to the receipt of stockholder approval. There is, however, no binding commitment by the Mosaic board of directors to, and there can be no assurance that the Mosaic board of directors will, consider the issue or resolve to submit such a proposal to Mosaic’s stockholders at that meeting or any subsequent meeting of stockholders.

Moreover, there can be no assurances that, if presented, Mosaic’s stockholders would approve the conversion proposal. If such a conversion proposal is approved by the Mosaic board of directors and presented to the Mosaic stockholders, a vote by a majority of all three classes of Mosaic’s stock outstanding, represented in person or by proxy at a stockholder meeting, voting together as a single class (with each share having one vote) will be required for such proposal to be approved.

*****

Mosaic stockholders should also consider the risks associated with Mosaic’s business that appear 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 and November 30, 2010, which have been incorporated by reference into this proxy statement/prospectus.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus (including information included or incorporated by reference herein) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the proposed transaction, the terms and the effect of the proposed transaction, the nature and impact of the proposed transaction, capitalization of Mosaic following completion of the proposed transaction, benefits of the proposed transaction, future strategic plans, other statements about future financial and operating results and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “continues,” “will,” “should,” “could,” “may” or the negative of these terms or words of similar meaning. Such statements are based upon the current beliefs and expectations of Mosaic’s management and are subject to significant risks and uncertainties. These risks and uncertainties include but are not limited to

•

risks and uncertainties arising from the possibility that the closing of the transaction may be delayed or may not occur;

•

the expected timeline for completing the transaction;

•

difficulties with realization of the benefits of the proposed transaction;

•

the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions;

•

the level of inventories in the distribution channels for crop nutrients;

•

changes in foreign currency and exchange rates;

•

international trade risks;

•

changes in government policy;

•

changes in environmental and other governmental regulation, including greenhouse gas regulation and implementation of the U.S. Environmental Protection Agency’s numeric water quality standards for the discharge of nutrients into Florida lakes and streams;

•

further developments in the lawsuit involving the federal wetlands permit for the extension of Mosaic’s South Fort Meade, Florida, mine into Hardee County, including orders, rulings, injunctions or other actions by the court or actions by the plaintiffs, the Army Corps of Engineers or others in relation to the lawsuit, or any actions Mosaic may identify and implement in an effort to mitigate the effects of the lawsuit;

•

other difficulties or delays in receiving, or increased costs of, or revocation of, necessary governmental permits or approvals;

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the effectiveness of Mosaic’s processes for managing its strategic priorities;

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adverse weather conditions affecting operations in Central Florida or the Gulf Coast of the United States, including potential hurricanes or excess rainfall;

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actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations, or Canadian resource taxes and royalties;

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accidents and other disruptions involving Mosaic’s operations, including brine inflows at its Esterhazy, Saskatchewan, potash mine and other potential mine fires, floods, explosions, seismic events or releases of hazardous or volatile chemicals;

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Cargill’s majority ownership and representation on Mosaic’s board of directors and its ability to control Mosaic’s actions; and

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other risks and uncertainties reported from time to time in Mosaic’s reports filed with the SEC.

Actual results may differ from those set forth in the forward-looking statements.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference in this proxy statement/prospectus. All written and oral forward-looking statements addressed in this proxy statement/prospectus are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Mosaic and GNS undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

THE COMPANIES

The Mosaic Company

Mosaic’s business is classified into two reportable business segments: Phosphates and Potash. The Phosphates business segment mines phosphate rock in Florida and processes rock into finished phosphate products at facilities in Florida and Louisiana. The Phosphates segment also includes other production, blending or distribution operations in Brazil, China, India, Argentina and Chile, and also includes a recent strategic equity investment in a new phosphate rock mine in Peru. The Potash business segment mines and processes potash in facilities in Canada and the U.S., primarily for use as fertilizer, but also for use in industrial applications and, to a lesser degree, animal feed ingredients.

Cargill, Incorporated

Cargill’s agriculture services business segment provides customized farm services and products to crop and livestock producers worldwide. Cargill’s AgHorizons, AgHorizons Canada and animal nutrition businesses are examples of the businesses included in this business segment. The origination and processing business segment connects producers and users of grain, oilseeds and other agricultural commodities through origination, processing, marketing and distribution capabilities and services. Cargill’s cotton, grain & oilseed supply chain and sugar businesses are examples of the businesses included in this business segment. The food ingredients and applications business segment serves global, regional and local food and beverage manufacturers, foodservice companies and retailers with food and beverage ingredients, meat and poultry products and new food applications. Cargill’s beef, pork, malt, and cocoa and chocolate businesses are examples of the businesses included in this business segment. Cargill’s risk management and financial business segment provides Cargill customers and Cargill’s businesses with risk management and financial solutions in world markets. Cargill’s coal, petroleum, and CarVal Investors businesses are examples of the businesses included in this business segment. The industrial business segment develops new industrial applications for agricultural feedstocks and supplies Cargill’s customers worldwide with salt and steel products and services. Cargill’s Deicing Technology, oils & lubricants, and salt businesses are examples of businesses included in this business segment.

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.

Set forth below is unaudited summarized financial information of GNS and its consolidated subsidiaries. This financial information has been prepared without corporate allocations and reflects the income tax expense and related assets and liabilities recorded for this entity as reflected in the consolidated financial statements of Mosaic and not on a standalone basis. Had such allocations or standalone income tax determinations been made the results would differ from those presented below. This unaudited summarized financial information is for informational purposes only. This unaudited summarized financial information does not purport to indicate the results that would have actually been obtained had GNS operated as a stand-alone entity for the periods presented, or that may be realized in the future by GNS after the merger.


	May 31,
	2010		2009
(in millions)
Balance Sheet (unaudited):
Cash and cash equivalents	$	705.0	$	753.3
Receivables due from affiliates and other		251.9		114.8
Inventories		116.1		121.0
Other current assets		36.8		141.4
Property, plant and equipment, net		112.2		119.2
Other non-current assets		14.9		21.0

Total assets	$	1,236.9	$	1,270.7

Short-term debt due to affiliates and other	$	303.5	$	221.2
Accounts payable		97.2		159.4
Other current liabilities		24.6		168.9
Non-current liabilities		2.5		9.3
Equity		809.1		711.9

Total liabilities and equity	$	1,236.9	$	1,270.7


	Years ended May 31,
	2010			2009			2008
(in millions)
Income Statement (unaudited):
Net sales	$	657.9		$	1,057.9		$	773.5
Gross margin (loss)		43.3			(8.2	)		142.0
Earnings from consolidated companies before income taxes		14.4			541.4			93.3
Equity in net earnings (loss) of nonconsolidated companies		(0.5	)		34.5			68.9
Net earnings (loss) attributable to GNS		(6.1	)		442.1			124.3

In connection with the merger, GNS will transfer substantially all of the assets and liabilities held by GNS prior to the merger to Mosaic (which will be a wholly-owned subsidiary of GNS after completion of the merger), subject in certain cases to applicable governmental, regulatory or contractual approvals, such that (other than certain de minimis assets) GNS’s only remaining asset after the merger would be the capital stock of Mosaic. We currently expect that GNS will be able to transfer approximately 80% of the assets of GNS on the same day the merger closes (but after the split-off) and substantially all of the remaining GNS assets as expeditiously as possible upon receipt of the various approvals referred to above.

After completion of the merger, GNS will be deemed a successor to Mosaic for certain purposes under both the Securities Act and 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.

GNS Merger Sub LLC

GNS Merger Sub LLC is a Delaware limited liability company which was formed as a wholly-owned subsidiary of GNS on January 14, 2011 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 SPECIAL MEETING OF MOSAIC STOCKHOLDERS

This proxy statement/prospectus is furnished in connection with the solicitation of proxies by the Mosaic board of directors for use at the special meeting of Mosaic’s stockholders and any adjournments or postponements of the special meeting. When this proxy statement/prospectus refers to the special meeting, it is also referring to any adjournments or postponements of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting of Mosaic’s stockholders will be held at [—] on [—], 2011, at [—] a.m., local time.

Purpose of the Special Meeting

At the special meeting, Mosaic stockholders will be asked:

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to consider and vote upon a proposal to adopt the merger and distribution agreement; and

•

to consider and vote upon a proposal to adjourn the special meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger and distribution agreement.

Mosaic does not expect a vote to be taken on any other matters at the special meeting. The mailing of this proxy statement/prospectus and accompanying form of proxy is expected to commence on or about [—], 2011.

Record Date; Shares Entitled to Vote

Mosaic has fixed the close of business on [—], 2011 (the “record date”) as the record date for determining the Mosaic stockholders who are entitled to notice of and to vote at the special meeting or at any adjournment of the special meeting. At the special meeting, each outstanding share of Mosaic common stock is entitled to one vote. At the close of business on the record date, there were [—] shares of Mosaic’s common stock outstanding and entitled to vote at the special meeting.

A list of Mosaic stockholders as of the record date will be available for review by any Mosaic stockholder entitled to vote at the special meeting at Mosaic’s principal executive offices during regular business hours for at least 10 days before the special meeting. The list will also be available during the special meeting to any stockholder present at the special meeting.

Quorum

In accordance with Mosaic’s bylaws, the holders of a majority of the shares entitled to vote at any meeting must be present, in person or by proxy, at the meeting in order to hold the meeting and conduct business. This is called a quorum. Your shares will be counted as present at the special meeting if:

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you are present in person at the special meeting; or

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you have properly submitted, and have not revoked, a proxy by mail, telephone or via the Internet.

The Mosaic bylaws also provide that if a quorum fails to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time until a quorum is present.

Cargill, which is the holder of approximately 64% of the outstanding shares of Mosaic common stock, has agreed to attend and vote at the special meeting unless the Mosaic board of directors withdraws or modifies its recommendation that Mosaic stockholders vote to adopt the merger and distribution agreement.

Required Vote

Each outstanding share of existing Mosaic common stock is entitled to one vote on each matter which may properly come before the special meeting.

Merger Proposal. Pursuant to the merger and distribution agreement, the vote required to adopt the merger and distribution agreement is (1) approval by a majority of the outstanding shares of Mosaic common stock, including shares held by Cargill and its subsidiaries; and (2) approval by the holders of a majority of the shares of Mosaic common stock entitled to vote on such proposal, other than the shares held by Cargill or its subsidiaries.

Adjournment Proposal. The proposal to permit adjournment of the special meeting will require the affirmative vote of the Mosaic stockholders holding at least a majority of the votes cast by holders of the Mosaic common stock entitled to vote on such proposal which are present in person or by proxy at the special meeting.

Cargill, which, together with its subsidiaries, owns approximately 64% of Mosaic’s outstanding common stock, has agreed to vote its and its subsidiaries’ shares of Mosaic common stock in favor of each of the special meeting proposals unless the Mosaic board of directors withdraws or modifies its recommendation that Mosaic stockholders vote to adopt the merger and distribution agreement. Accordingly, approval of the adjournment proposal is assured absent the withdrawal or modification of the recommendation of the Mosaic board of directors. For specific information about Cargill’s agreement to vote its and its subsidiaries’ shares of Mosaic common stock pending the completion of the split-off, please see the section entitled “The Merger and Distribution Agreement—Voting.”

Voting of Proxies

The Mosaic board of directors requests that you submit your proxy to vote your shares at the special meeting. To submit your proxy, you may complete, date and sign the proxy card and promptly return it in the enclosed pre-paid envelope. In addition, you may submit your proxy to vote your shares through the Internet or by telephone by following the instructions included on the enclosed proxy card. The Internet voting facility and the telephone voting facility for stockholders of record will close at [—], on [—], 2011.

Each properly signed proxy received prior to the special meeting and not revoked before the vote at the special meeting will be voted at the special meeting according to the instructions indicated on the proxy or, if no instructions are given on a properly signed proxy, the shares represented by such proxy will be voted “FOR” the adoption of the merger and distribution agreement, and “FOR” the proposal to adjourn the special meeting if necessary or appropriate to permit further solicitation of proxies for the adoption of the merger and distribution agreement, if such a proposal is submitted to a vote of stockholders.

If you hold your shares of Mosaic common stock in “street name,” meaning in the name of a bank, broker or other nominee who is the record holder, you must either direct the record holder of your shares of Mosaic common stock how to vote your shares or obtain a proxy from the record holder to vote your shares in person at the special meeting.

If you have questions or need assistance in completing or submitting 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.

You may also contact our proxy solicitor, Innisfree M&A Incorporated, at the address and telephone number listed below:

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

How to Revoke Your Proxy

If you hold shares in your own name, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

•

delivering a timely written notice bearing a date later than the date of your proxy card to the Corporate Secretary of Mosaic (at the address shown below), stating that you revoke your proxy;

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signing and delivering to the Corporate Secretary of Mosaic a new proxy card relating to the same shares and bearing a later date;

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properly casting a new vote through the Internet or by telephone at any time before the closure of the Internet voting facilities and the telephone voting facilities; or

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attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

You should send any notice of revocation or your completed new proxy card, as the case may be, to the Corporate Secretary of Mosaic, whose address is Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, Minnesota 55441.

If you hold shares through a bank, broker or other nominee and you have instructed the bank, broker or other nominee to vote your shares, you must follow the directions you receive from your bank, broker or other nominee to change your voting instructions. 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 [—], 2011.

Voting in Person

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. If your shares are held in street name (through a bank, broker or other nominee), you must obtain a proxy from the record holder to vote your shares in person at the special meeting. Whether or not you plan to attend the special meeting, Mosaic requests that you complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope, or submit a proxy through the Internet or by telephone as described in the instructions accompanying this proxy statement/prospectus. This will not prevent you from voting in person at the special meeting but will assure that your vote is counted if you are unable to attend.

Abstentions and Broker Non-Votes

Abstentions will be deemed to be votes “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. 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 adoption of the merger and distribution agreement set forth in this proxy statement/prospectus. As a result, absent specific instructions from the beneficial owner, brokers, banks and other nominee record holders are not empowered to vote those “street name” shares in connection with the proposal to adopt the merger and distribution agreement.

Since the vote required for 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” this proposal. 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.

All beneficial owners of Mosaic common stock are urged to submit their proxy to indicate their votes or to contact their brokers to determine how to vote.

Adjournments

If the special meeting is adjourned to a different place, date, or time, Mosaic need not give notice of the new place, date, or time if the new place, date, or time is announced at the meeting before adjournment. If a new record date is or must be set for the adjourned meeting, notice of the adjourned meeting will be given to persons who are Mosaic stockholders of record entitled to vote at the special meeting as of the new record date.

Certain Ownership of Mosaic Common Stock

As of the record date, Cargill and its subsidiaries beneficially owned [—] shares of Mosaic common stock, representing approximately [—]% of the shares outstanding as of such date. Subject to certain conditions, Cargill has agreed to cause all shares of Mosaic common stock held by Cargill or any of its subsidiaries to be voted in favor of each of the proposals described in this proxy statement/prospectus.

In addition, as of the record date, Mosaic’s executive officers and directors beneficially owned [—] shares of Mosaic common stock, representing approximately [—]% of the shares outstanding as of such date, excluding beneficial ownership of such shares which may be deemed to be attributed to such executive officers and directors through their ownership interest in Cargill.

Mosaic currently expects that each of its directors and executive officers will vote their shares of Mosaic common stock “FOR” adoption and approval of the merger and distribution agreement and “FOR” the proposal to adjourn the special meeting if necessary or appropriate to permit further solicitation of proxies for the adoption of the merger and distribution agreement, although none of them has entered into an agreement requiring them to do so.

Expenses of Solicitation

This proxy statement/prospectus is being furnished in connection with the solicitation of proxies by the Mosaic board of directors. All costs of soliciting proxies, including reimbursement of fees of certain brokers, fiduciaries and nominees in obtaining voting instructions from beneficial owners, will be borne by Mosaic, subject to Cargill’s expense reimbursement obligations if the initial formation offering is completed as described elsewhere in this document. In addition, Mosaic has retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $[—], plus reimbursement of expenses. Banks, brokerage houses, fiduciaries, and custodians holding in their names shares of Mosaic’s common stock beneficially owned by others will be furnished copies of solicitation materials to forward to the beneficial owners. Mosaic may reimburse persons representing beneficial owners of Mosaic’s common stock for their costs of forwarding

solicitation materials to the beneficial owners. In addition to solicitation by the use of the mails, proxies may be solicited by Mosaic’s directors, officers, and employees in person or by telephone, e-mail, Internet or other means of communication. No additional compensation will be paid to Mosaic’s directors, officers, or employees for their services in connection with this solicitation.

This proxy statement/prospectus and the proxy card are first being sent to Mosaic stockholders on or about [—], 2011.

The matters to be considered at the special meeting are of great importance to Mosaic stockholders. Accordingly, Mosaic stockholders are urged to read and carefully consider the information presented in this proxy statement/prospectus and the attachments hereto, and to complete, date, sign and promptly return the enclosed proxy in the enclosed postage-paid envelope.

THE MERGER AND RELATED TRANSACTIONS

Background of the Merger and Related Transactions

In January 2004, IMC Global Inc. entered into an agreement with Cargill to form a new crop nutrition company. Pursuant to the agreement, in October 2004, IMC Global Inc. combined its businesses with the fertilizer businesses of Cargill to form a new public company, which was named “The Mosaic Company,” and Mosaic’s shares began trading on the NYSE. In connection with the 2004 transaction, Cargill, together with two of its subsidiaries, received 250,582,322 shares of Mosaic common stock, plus shares of another class of Mosaic capital stock which were converted into 35,177,450 shares of Mosaic common stock in July 2006. As of January 31, 2011, Cargill beneficially owns 285,759,772 shares of Mosaic common stock, which represents approximately 64% of the outstanding Mosaic common stock.

Also in connection with the 2004 combination transaction that formed Mosaic, Cargill and Mosaic entered into an investor rights agreement, which agreement was amended and restated in August 2006. Pursuant to this investor rights agreement, Cargill agreed to various standstill restrictions and restrictions on its ability to transfer any of its shares of Mosaic common stock to third parties. This investor rights agreement also provided for, among other things, various governance arrangements between the parties. The restrictions on Cargill’s ability to transfer its shares of Mosaic common stock to third parties expired on October 22, 2007, and the standstill restrictions and governance arrangements expired on October 22, 2008. As of the date of this document, two of Mosaic’s twelve directors, Emery N. Koenig and Sergio Rial, are current officers of Cargill, two of Mosaic’s twelve directors, James T. Prokopanko (our president and chief executive officer) and Robert L. Lumpkins (our chairman), are former officers of Cargill, and the remaining eight members of the Mosaic board of directors are considered by us to be “independent” directors as none of them is a former executive of Cargill or otherwise has a material relationship with us or Cargill and each of them satisfies the NYSE standards for independence as well as our standards for independence set forth in our Director Independence Standards.

In February 2008, Greg Page, the Chief Executive Officer of Cargill, discussed with Mr. Lumpkins, our chairman, the possibility of having exploratory discussions with Mosaic regarding a possible transaction involving Cargill’s majority stake in Mosaic. During this call, Mr. Page reported that the structure of the possible transaction that Cargill was evaluating would first involve a recapitalization of Mosaic’s common stock into “high-vote” and “low-vote” shares, following which Cargill would distribute a majority of its Mosaic shares to Cargill stockholders in a tax-free spin-off and use all or a portion of the remaining Mosaic shares it retained to retire a portion of Cargill’s outstanding indebtedness. Mr. Page explained that following the death in August 2006 of Margaret A. Cargill, one of Cargill’s largest stockholders, three charitable trusts and a foundation, formed through the estate of Ms. Cargill (which are referred to in this document as the “MAC Trusts”), came to beneficially own a large percentage of the outstanding stock of Cargill. Shortly thereafter, Mr. Page noted, representatives of the MAC Trusts began discussions with Cargill regarding the MAC Trusts’ diversification and distribution needs in order to pursue the charitable objectives for which they were formed. Mr. Page stated that the recapitalization/spin-off transaction Cargill was exploring would further several objectives of Cargill, including addressing the MAC Trusts’ diversification needs. Mr. Lumpkins responded that he would report this conversation to the Mosaic board of directors.

Following the discussion with Mr. Page, Mr. Lumpkins reported the conversation to the Mosaic board of directors and, following his report, the independent directors of Mosaic met separately to discuss the prospects of engaging in discussions with Cargill about the possible transaction. The independent directors met again on February 28, 2008 to discuss further the possible transaction, as well as the fact that various provisions of the investor rights agreement between Mosaic and Cargill were due to expire in October 2008. At this meeting, the independent directors also discussed the possibility of the Mosaic board of directors formally constituting a special committee of independent directors to evaluate these matters in greater detail.

On March 4, 2008, to facilitate a full and fair evaluation of any potential transaction, the Mosaic board of directors formed a special committee consisting of all of its independent directors. The Mosaic board of directors viewed each member of the Mosaic special committee as independent from Cargill and its management, and able to evaluate independently any potential transaction with Cargill. The Mosaic special committee, of which Harold MacKay was appointed as the chairman, was charged with, among other things, evaluating a potential recapitalization/spin-off transaction with Cargill and determining whether any potential transaction with Cargill would be fair to and in the best interests of Mosaic’s stockholders (other than Cargill and its subsidiaries). To assist it in connection with its mandate, the Mosaic special committee retained Simpson Thacher & Bartlett LLP (“Simpson Thacher”) to serve as its legal advisor and J.P. Morgan Securities LLC (“J.P. Morgan”) to serve as its financial advisor. The special committee also periodically invited Mr. Lumpkins and members of the Mosaic senior management team to portions of its meetings to assist the special committee with its evaluations and assessments.

Later on March 4, 2008, the special committee met to discuss the potential recapitalization/spin-off transaction. At this meeting, the special committee, together with members of our senior management team and representatives of Simpson Thacher, discussed the potential transaction and appropriate next steps in order to evaluate in more detail the risks and opportunities associated with such a transaction and to determine whether the special committee was prepared to proceed with negotiations with Cargill regarding such a transaction. The special committee concluded that the legal and financial advisors, together with members of our senior management team, should further refine the details regarding the possible structure of the transaction and further consider the possible advantages and disadvantages of the potential transaction for discussion with the special committee.

During March 2008, members of our senior management team and representatives of Simpson Thacher met with members of Cargill’s senior management team and representatives of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), legal advisors to Cargill, to discuss in greater detail the general structure and key elements of a possible recapitalization/spin-off transaction. Also during this time, representatives of Simpson Thacher informed representatives of Fried Frank that the Mosaic special committee believed that any recapitalization/spin-off transaction to which the parties may agree should be subject to the approval of holders of a majority of the shares of Mosaic common stock held by non-Cargill stockholders.

On April 1, 2008 the special committee held a meeting to discuss further the potential recapitalization/spin-off transaction. Representatives of Simpson Thacher discussed with the special committee the fiduciary duties of directors in the context of evaluating the potential transaction. Members of our senior management team and representatives of Simpson Thacher reported on the conversations to date with members of Cargill’s senior management team and representatives of Fried Frank. Members of our senior management team then discussed with the special committee a number of business and other strategic implications that could result from Cargill no longer being a majority stockholder of Mosaic and noted that Mosaic had operated independently from Cargill since its inception in 2004 and was not dependent on Cargill for any significant services. Representatives of Simpson Thacher outlined various steps that would be associated with the potential transaction. In this regard, representatives of Simpson Thacher discussed the nature of the high-vote stock that would need to be created in the recapitalization such that the shares of Mosaic stock that Cargill would distribute to its stockholders in the transaction would collectively represent over 80% of the voting power with respect to the election of Mosaic directors, which would be necessary in order for the transaction to be accomplished on a tax-free basis. Representatives of Simpson Thacher also discussed with the special committee the debt-for-equity exchanges that Cargill was considering, as well as the public offerings of shares of the Mosaic common stock transferred to Cargill debt holders in such debt-for-equity exchanges. It was noted during the course of this discussion that Cargill’s current position was that a successful debt-for-equity exchange would be necessary to complete a recapitalization/spin-off transaction, which would reduce the level of certainty that the transaction would be completed. Representatives of J.P. Morgan reviewed for the special committee capital markets considerations relating to the potential transaction, including considerations relating to effecting a series of large public offerings of Mosaic common stock in the then-current market environment, the potential size, structure and

timing of the contemplated secondary offerings and the share price impact for companies that engaged in certain precedent transactions. In addition, separate from its advisory assignment, J.P. Morgan made available certain members of its equity capital markets group to participate in discussions with the special committee about how to structure the secondary offerings that would follow the potential transaction with a view to facilitating the orderly distribution of the Mosaic stock received by the Cargill stockholders in such a transaction.

The members of the special committee and the others present then discussed the matters presented, including the strategic rationale of engaging in a recapitalization/spin-off transaction with Cargill and the overall feasibility of such a transaction in the current capital market environment. Following further discussion, the special committee concluded that Mosaic should continue the exploratory discussions with Cargill in order to further consider and evaluate, with the assistance of the special committee’s legal and financial advisors, the potential merits, risks and strategic implications associated with a recapitalization/spin-off transaction.

During the course of the next two weeks, Mr. MacKay and Mr. Page discussed the potential recapitalization/spin-off transaction, and Mr. Page reported to Mr. MacKay, among other things, that Cargill believed that the debt-for-equity exchange element of the transaction would have to be of a significant size in order for Cargill to achieve some of its objectives in connection with the transaction. Also throughout this two week period, representatives of Simpson Thacher had discussions with representatives of Fried Frank in an effort to further refine the framework for a potential recapitalization/spin-off transaction, including the potential terms and conditions of such a transaction. During the course of these discussions, Fried Frank reported that Cargill’s view continued to be that Cargill would not wish to consider a transaction not involving the simultaneous consummation of a debt-for-equity exchange on terms and in an amount acceptable to Cargill in its sole discretion. In addition, representatives of J.P. Morgan had discussions with representatives of Credit Suisse Securities (USA) LLC, Cargill’s financial advisor, during the course of which they discussed their respective views on the capital markets considerations relating to the potential transaction.

On April 17, 2008, the Mosaic special committee met to further discuss the potential recapitalization/spin-off transaction, including the details of the indicative transaction terms presented by representatives of Cargill to Mosaic in advance of this special committee meeting. Representatives of Simpson Thacher reviewed with the special committee such terms. Representatives of J.P. Morgan reviewed with the special committee Mosaic’s then-current market environment and the share price appreciation that Mosaic experienced in the preceding twelve months, as well as the recent volatility in Mosaic’s share price. Representatives of J.P. Morgan also discussed again with the special committee capital markets considerations relating to the potential transaction, including considerations relating to effecting a series of large public offerings of Mosaic common stock in the current market environment. The members of the special committee and the others present then discussed various issues, including the strategic rationale of engaging in a recapitalization/spin-off transaction with Cargill and the overall feasibility of such a transaction in the current capital market environment. After this discussion, members of the special committee held further discussions in executive session along with representatives of Simpson Thacher. During the course of this discussion, members of the special committee discussed various advantages that such a transaction could have for Mosaic and its public stockholders, including eliminating the overhang on Mosaic’s common stock arising from Cargill’s controlling interest and increasing the liquidity of Mosaic’s common stock. Members of the special committee also considered various risks associated with such a transaction, including execution risk, particularly in light of the lack of certainty of closing given Cargill’s desire to have the right not to complete the transaction without payment of any termination fee and the present volatility in the capital markets generally and in Mosaic’s share price specifically, and the potential for such a transaction to adversely impact Mosaic’s objective of achieving investment grade status as promptly as practicable. On the basis of these considerations taken as a whole, the Mosaic special committee concluded that at this time it did not wish to proceed with further discussions regarding the potential recapitalization/spin-off transaction.

On April 18, 2008, Mr. MacKay communicated to Mr. Page the conclusion the Mosaic special committee reached at its April 17^th meeting, and on April 23, 2008, Mr. MacKay and other members of the special committee met with Mr. Page and other members of Cargill’s board of directors and management team to discuss in greater detail the conclusion the Mosaic special committee reached at its April 17^th meeting.

During July 2008, Mr. Page discussed with Mr. Lumpkins the possibility of revisiting discussions about a possible recapitalization/spin-off transaction. Mr. Page explained that from Cargill’s perspective the status quo with respect to its holdings in Mosaic raised a variety of concerns for Cargill. Mr. Page also indicated that Cargill would be receptive to addressing any concerns the special committee may have regarding the terms and conditions of a recapitalization/spin-off transaction and noted that changes in the market environment over the course of the preceding three months also could serve to mitigate uncertainties associated with a recapitalization/spin-off transaction that were present back in April 2008. Mr. Lumpkins responded that he would report these conversations to the Mosaic special committee.

On July 31, 2008, the Mosaic special committee convened a meeting to discuss, among other things, whether to re-open the dialogue with Cargill about the possibility of a recapitalization/spin-off transaction, as well as the upcoming expiration of the investor rights agreement. The special committee, together with Mr. Lumpkins, the senior management team and representatives of Simpson Thacher and J.P. Morgan, discussed, among other things, the changes in circumstances since the April 17, 2008 meeting of the special committee that could alleviate some of the concerns that the special committee previously expressed regarding a possible recapitalization/spin-off transaction. Members of our senior management team and Mr. Lumpkins discussed with the special committee a number of business and other strategic implications that could be associated with Cargill no longer being a majority stockholder of Mosaic and noted that in their view, although Mosaic has historically operated well under its current capital structure, the growth of Mosaic since its inception in 2004 as well as changes taking place in Mosaic’s business sectors increasingly suggested that Mosaic would be better able to successfully execute its strategic objectives without the constraint and uncertainty associated with Cargill being the majority stockholder, whose policies and objectives may conflict with the best interests of Mosaic’s businesses. In addition to the view of Mr. Lumpkins and senior management that incentives for a separation from Cargill were becoming more apparent, it was noted that Mosaic had achieved the investment grade status it was seeking when the special committee met on April 17^th and that, based on the recent communications with Mr. Page, Cargill might now be more amenable to addressing concerns the special committee may have with respect to the potential terms and conditions of a recapitalization/spin-off transaction. Representatives of Simpson Thacher also discussed with the special committee a recently announced recapitalization/split-off transaction and implications that transaction could have on the structure of the transaction under consideration, and representatives of J.P. Morgan reviewed for the special committee capital markets considerations relating to the possible recapitalization/spin-off transaction and the changes in the market environment since the previous meeting of the special committee. After discussion, members of the special committee met in executive session along with Simpson Thacher. Following discussion, the special committee determined that the possibility of re-opening discussions with Cargill regarding a potential recapitalization/spin-off transaction warranted further consideration and that its advisors, together with our senior management team, should prepare a transaction framework that the special committee could consider presenting to Cargill.

Between August and October 2008, the Mosaic special committee met on four occasions with its advisors and members of our senior management team to review and discuss the appropriate framework upon which to re-open discussions with Cargill regarding a potential recapitalization/spin-off transaction. During the course of these meetings, the special committee, together with Mr. Lumpkins, the members of the senior management team and advisors present, discussed a number of key objectives on which Mosaic should focus in connection with the possible terms and conditions of a recapitalization/spin-off transaction, including providing for a clear and orderly disposition of the Mosaic shares currently held by Cargill, having an appropriate governance structure and enhancing the certainty of completion in the event the parties were to move forward with such a transaction. The special committee also further discussed with our senior management team and representatives of Simpson

Thacher and J.P. Morgan, among other matters, Mosaic’s strategic objectives for engaging in a recapitalization/spin-off transaction, which included enhancing its flexibility to execute a long-term strategy without the constraint and uncertainty associated with having a majority stockholder. Also during this timeframe, representatives of Mosaic and representatives of Cargill held periodic discussions regarding the possibility of a recapitalization/spin-off transaction and Mosaic’s and Cargill’s objectives.

In addition, throughout the August to October 2008 timeframe, representatives of the Cargill and Mosaic senior management teams, and the Mosaic special committee, continued to discuss the upcoming expiration of the investor rights agreement. The parties discussed the possible terms of an amended investor rights agreement, although following these discussions it was determined that the investor rights agreement should expire in accordance with its terms. On October 22, 2008, the investor rights agreement expired.

At the special committee meeting convened on October 29, 2008, representatives of Simpson Thacher reviewed the draft indicative terms and conditions for a potential recapitalization/spin-off transaction that had been developed by the special committee’s advisors and our senior management team during the course of the preceding two months and discussed how such indicative terms and conditions sought to address the key objectives of the special committee, including a request for a termination fee to be payable by Cargill under certain circumstances as a way of enhancing the certainty of completion in the event the parties were to move forward with a potential transaction. Also at this meeting, representatives of J.P. Morgan discussed with the special committee the provisions in the indicative terms and conditions relating to the objective of seeking to facilitate an orderly disposition of the Mosaic shares currently held by Cargill and offered their views on the current market environment given the ongoing financial crisis. The special committee discussed the matters presented and concluded that, although a recapitalization/spin-off transaction might not be feasible in the existing equity market environment, on balance a recapitalization/spin-off transaction appeared to be a viable long-term transaction structure that could achieve benefits for Mosaic, Cargill and the Mosaic public stockholders. The special committee therefore determined that the indicative terms and conditions should be shared with Cargill and that Mosaic should inform Cargill that it was willing to hold further discussions regarding a recapitalization/spin-off transaction if Cargill wished to do so.

Representatives of Mosaic communicated to Cargill that the Mosaic special committee was prepared to continue discussions based on the indicative terms and conditions developed by the Mosaic special committee. Shortly following the delivery of these terms and conditions, discussions regarding a potential recapitalization/spin-off transaction were discontinued in light of the severe dislocations in the capital markets and there were no substantive communications between the parties with respect to a potential transaction until January 2009.

In late January 2009, Mr. Page contacted Mr. Lumpkins to request a meeting between Mr. Page and David MacLennan, Cargill’s chief financial officer, and Messrs. Lumpkins and MacKay to discuss, among other things, Cargill’s current thinking on the potential recapitalization/spin-off transaction. During this meeting, which was held on February 5, 2009, Mr. Page explained that Cargill was interested in re-starting discussions regarding a potential transaction. Mr. Page also noted that given continued pressure from the MAC Trusts regarding its diversification needs, Cargill would like the MAC Trusts to have more direct involvement and input in the discussions. Mr. MacKay informed Mr. Page that he would convene a meeting of the Mosaic special committee to discuss the prospects of re-starting the discussions and including the MAC Trusts as part of any such discussions.

On February 11, 2009, Cargill delivered to Mosaic a revised draft of the term sheet previously prepared by Mosaic regarding the potential recapitalization/spin-off transaction, and during the ensuing two weeks, representatives of Mosaic held discussions with representatives of Cargill to discuss the indicative terms and conditions set forth in the revised draft term sheet.

On February 20, 2009, the Mosaic special committee met to review the details of the revised draft term sheet and discuss the prospects of having discussions with Cargill and the MAC Trusts regarding the potential recapitalization/spin-off transaction. Representatives of Simpson Thacher highlighted the key differences

between the terms outlined by the Mosaic special committee in October 2008 as compared to the revised draft term sheet prepared by Cargill. Mr. Lumpkins and members of our senior management team offered their perspectives on the matters presented and noted that they continued to be in favor of considering a mutually acceptable transaction structure with Cargill in light of their view that removing Cargill as a majority stockholder would be in the best long-term interests of Mosaic and its public stockholders. Following these discussions, members of the special committee held further discussions in executive session along with representatives of Simpson Thacher. The special committee then determined that its advisors and members of our senior management team should pursue further discussions with Cargill and its advisors regarding the revised draft term sheet in an effort to gauge Cargill’s willingness to improve the terms and conditions from the perspective of Mosaic and its public stockholders.

On February 27, 2009 and March 9, 2009, representatives of Mosaic and Simpson Thacher, on the one hand, and representatives of Cargill and Fried Frank, on the other hand, met to discuss the revised draft term sheet prepared by Cargill and the principal objectives of a recapitalization/spin-off transaction from the point of view of each party. During the course of these meetings, Cargill indicated its preference for a transaction structure under which the MAC Trusts would receive shares of Mosaic in exchange for all of their shares of Cargill as part of the transaction. Cargill noted that this structure, among other things, would accommodate the MAC Trusts’ desire to dispose of all of their shareholdings in Cargill in exchange for shares of Mosaic, which would facilitate the MAC Trusts’ diversification and distribution needs.

The Mosaic special committee convened a meeting on March 13, 2009 to review the status of the discussions with Cargill. At this meeting, the special committee discussed the developments with respect to the MAC Trusts, and in this regard it was noted that Cargill believed it would be helpful for the MAC Trusts to participate directly in the negotiations of a potential transaction given their desire to explore the possibility of exchanging their entire holdings in Cargill for Mosaic shares in the transaction. The special committee also discussed, together with members of our senior management team and representatives of Simpson Thacher, the possibility of putting various governance arrangements in place in the event that the MAC Trusts or other Cargill stockholders were to own a significant amount of Mosaic’s shares following a split-off. In addition, representatives of Simpson Thacher reported that Cargill believed that the inclusion of the MAC Trusts in the transaction would require there to be additional underwritten secondary offerings within the two-year time period following the closing. Following discussion, the special committee concluded that further discussions were warranted regarding the potential terms and conditions of the transaction, including with respect to the potential inclusion of the MAC Trusts.

From March 13, 2009 through April 14, 2009, various meetings took place involving representatives of Mosaic and Cargill to continue the discussion of potential terms and conditions of a recapitalization/split-off transaction. Also during this period of time, Cargill indicated its preference for a transaction structure under which Cargill stockholders (other than the MAC Trusts) could elect whether they wanted to receive shares of Mosaic as part of the transaction with no pro rata distribution to all Cargill stockholders. On April 14, 2009, Cargill delivered to Mosaic a further revised draft of the term sheet regarding this potential recapitalization/split-off transaction.

On April 16, 2009, the Mosaic special committee convened a meeting to discuss the status of the discussions. Representatives of Simpson Thacher reviewed the status of discussions with Cargill and the further revised draft term sheet Cargill provided on April 14^th. Representatives of Simpson Thacher discussed the various structural changes to the potential transaction, as set forth in the draft term sheet, including the changes that would involve Mosaic conducting, within the two-year time period following the closing of the recapitalization/split-off transaction, a series of secondary offerings of the Mosaic common stock acquired by third parties in one or more debt-for-equity exchanges that Cargill would effect in connection with the transactions as well as some of the Mosaic common stock to be received by the MAC Trusts in the split-off (this series of secondary offerings is referred to in this document as the “formation offerings”). The special committee also discussed Cargill’s continued position that completion of the recapitalization/split-off transaction should remain subject to Cargill’s discretion. It was noted in this regard that the revised draft term sheet now provided

that Cargill would pay a $25 million termination fee, which would be payable to the Mosaic public stockholders in the event that Cargill elected not to complete the transaction under certain circumstances. The special committee discussed the need to meaningfully increase such termination fee if Cargill were to in fact have a discretionary right not to complete the transaction. Representatives of J.P. Morgan then reviewed for the special committee certain capital markets considerations relating to the potential transaction, including:

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considerations relating to effecting a series of large public offerings of Mosaic common stock in the current market environment;

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the potential size, structure and timing of the formation offerings;

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the share price impact for companies that engaged in certain precedent transactions; and

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the mechanics of the debt-for-equity exchanges.

The members of the special committee then discussed the matters presented, including the strategic rationale of engaging in the potential recapitalization/split-off transaction and various risks and opportunities associated with such a transaction. After this discussion, members of the special committee went into executive session along with representatives of Simpson Thacher. Representatives of Simpson Thacher reviewed for the members of the special committee the fiduciary duties of directors under Delaware law and the role of independent directors under the present circumstances. Following further discussions, the special committee concluded that its legal and financial advisors, together with members of our senior management team, should continue the discussions with Cargill and the MAC Trusts, and their respective representatives, in an effort to further explore whether common ground could be reached among the parties on a number of the key terms and conditions set forth in the most recent revised draft term sheet. The special committee also determined that Mr. MacKay should speak directly to Mr. Page to express some of the special committee’s key concerns, including the optionality Cargill was seeking and the need for a carefully crafted plan with respect to the proposed formation offerings. In addition, the special committee decided to form a steering committee, comprised of three members of the special committee (initially Mr. MacKay, Raymond Bentele and William Monahan, and then, following Mr. Bentele’s retirement from the Mosaic board of directors in October 2009, Messrs. MacKay and Monahan and William Graber), to provide for a more efficient structure for overseeing any detailed term sheet discussions with Cargill and the MAC Trusts (which committee is referred to in this document as the “steering committee”).

On April 20, 2009, Mr. MacKay spoke with Mr. Page to communicate the conclusions of the special committee at its April 17^th meeting. During the remainder of April 2009 through September 2009, at the continued direction of the Mosaic special committee and steering committee, representatives of Simpson Thacher and J.P. Morgan and members of our senior management team continued to discuss the structure, terms and conditions of a possible recapitalization/split-off transaction with Cargill, the MAC Trusts and their respective financial and legal advisors. Among the matters discussed at various points during this period were the following:

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the size, timing and number of secondary formation offerings during the initial two-year period following the closing of a recapitalization/split-off transaction;

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the structure of the lock-up regime with respect to shares of Mosaic stock to be exchanged by Cargill with its existing stockholders in the split-off;

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the circumstances under which Cargill would be able to terminate a transaction agreement and the corresponding break-up fee that should be payable by Cargill in such event;

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the restrictions on Mosaic’s ability to issue shares on a primary basis during the two-year period following completion of the recapitalization/split-off transaction and on Mosaic’s ability to effect certain share repurchase transactions during the thirty-month period following completion of the recapitalization/split-off transaction;

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the implementation of various governance arrangements with large stockholders (including the MAC Trusts) following the closing of a recapitalization/split-off transaction;

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the payment by Cargill of certain of Mosaic’s expenses related to the transactions;

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the scope of indemnification that would be provided by Mosaic in favor of Cargill with respect to various tax-related matters; and

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post-closing commercial relationships between Cargill and Mosaic.

Throughout this time period the Mosaic special committee and the Mosaic steering committee met with representatives of Simpson Thacher and J.P. Morgan, Mr. Lumpkins and members of our senior management team to review and discuss the possible terms and conditions of the potential recapitalization/split-off transaction. On September 9, 2009, Mr. MacKay met with Mr. Page to review the status of the discussions and to discuss the Mosaic special committee’s insistence on having a larger break-up fee payable to Mosaic’s public stockholders if Cargill were to retain a discretionary ability to terminate the transaction.

On September 15, 2009, the Mosaic special committee met to review and discuss the status of discussions and the most recent draft of the term sheet regarding the potential recapitalization/split-off transaction. Representatives of Simpson Thacher reviewed with the members of the special committee their fiduciary duties in considering the possible transaction. Representatives of Simpson Thacher presented the transaction terms currently contemplated by the draft term sheet. As part of this presentation, it was noted that Cargill and the MAC Trusts had indicated a willingness to accept a number of terms designed to address the key objectives of the special committee, including the structure of the proposed formation offerings; the material provisions of the lock-up regime that would apply to Cargill stockholders receiving Mosaic stock; and the governance arrangements that would apply to the MAC Trusts and other Cargill stockholders who received a significant amount of Mosaic stock in the split-off. In addition, representatives of Simpson Thacher reported that, although the draft term sheet continued to provide Cargill with a discretionary ability to not complete the transaction, Cargill agreed to meaningfully increase the termination fee, from $25 million to $200 million, which would be payable to Mosaic’s public stockholders if Cargill decided not to complete the transaction under certain circumstances. Also at this meeting, representatives of J.P. Morgan reviewed for the special committee capital markets considerations relating to the potential transaction, including considerations relating to effecting a series of large public offerings of Mosaic common stock in the current market environment and the potential size, structure and timing of the potential formation offerings. J.P. Morgan also made available certain members of its equity capital markets group to participate in a discussion with the special committee about the structure of the secondary offerings that would follow the transaction with a view to facilitating the orderly distribution of the Mosaic stock that would be received by the Cargill stockholders in such a transaction. In addition, during the course of this meeting, Mr. Lumpkins and members of our senior management team discussed with the special committee their views on the potential transaction, including various risks and opportunities associated with such a transaction. Among other things, they offered their view that Mosaic likely would be better able to successfully execute its strategic objectives without the constraint and uncertainty associated with Cargill being the majority stockholder, whose policies and objectives could from time to time conflict with the best interests of Mosaic’s businesses.

The members of the special committee discussed the matters presented, including various advantages and disadvantages associated with the potential recapitalization/split-off transaction. Representatives of Simpson Thacher discussed with the special committee the next steps in the event that the special committee were to elect to move forward. They noted that the parties would need to prepare and submit to the IRS a private letter ruling request confirming the tax treatment of the transaction, which request would be based on a draft term sheet. Representatives of Simpson Thacher noted in this regard that the term sheet was non-binding and would not cover all material open issues, and that the parties would need to endeavor to negotiate mutually acceptable definitive documents, although the term sheet would be a sufficient basis upon which to seek the necessary IRS ruling. The members of the special committee then met in executive session along with representatives of Simpson Thacher to further discuss the matters presented. Following discussion, the special committee concluded that the potential advantages of the recapitalization/split-off transaction warranted proceeding further, that Mosaic should seek to continue the term sheet discussions and, assuming a term sheet was prepared that was satisfactory to the special committee, Mosaic would cooperate with Cargill in its preparation and submission to the IRS of a ruling request and then seek to prepare mutually acceptable definitive documents.

Following this meeting, representatives of Mosaic, Cargill and the MAC Trusts held further discussions on the draft term sheet. On October 7, 2009, the Mosaic special committee met to review the status of the discussions regarding the term sheet. It was noted that although a few significant matters remained unresolved, the parties’ collective view at that time was that the term sheet was advanced enough to merit the preparation and submission of a ruling request to the IRS and to form a basis for the parties to seek to prepare mutually agreeable definitive transaction documents.

On December 21, 2009, Cargill submitted to the IRS a request for a private letter ruling.

During the period from December 2009 to October 2010, representatives of Mosaic, Cargill and the MAC Trusts exchanged drafts of the transaction documents and, together with the parties’ respective legal and financial advisors, held a number of meetings to negotiate these documents. During this period, the special committee’s advisors, Mr. Lumpkins and members of our senior management team met periodically with the special committee and the steering committee to provide updates on the status of the IRS private letter ruling process and the negotiations of the transaction documents, and to discuss open issues.

On October 7, 2010, the Mosaic special committee convened a meeting to discuss the status of the potential transaction. Representatives of Simpson Thacher reported to the special committee that it was expected that the IRS would provide the private letter ruling shortly. Representatives of Simpson Thacher then reviewed the status of negotiations regarding the transaction documents, including the principal issues that remained open between the parties. Representatives of J.P. Morgan reviewed for the special committee the current market environment and considerations relating to effecting a series of large public offerings of Mosaic common stock in such environment. Mr. Lumpkins and members of our senior management team offered their views on the matters discussed and the continued merits of the transaction. The members of the special committee then met in executive session along with representatives of Simpson Thacher to further discuss the matters presented. In addition, the special committee discussed the possibility of retaining a second financial advisor in light of, among other things, the expectation that J.P. Morgan likely would be Mosaic’s designated underwriter in the initial secondary offering that would take place as part of the transaction if the transaction were to occur. Following discussion, the special committee concluded that the retention of a second financial advisor was prudent and subsequently engaged Lazard Frères & Co. LLC (“Lazard”).

On November 17, 2010, Cargill received a private letter ruling from the IRS, dated November 15, 2010, regarding the tax-free treatment of the recapitalization/split-off transaction and certain other tax issues relating to the proposed transaction.

Following receipt of the private letter ruling, representatives of Mosaic, Cargill and the MAC Trusts, together with the parties’ respective legal and financial advisors, continued to negotiate drafts of the transaction documents in an effort to finalize such documents for the parties’ consideration. On December 12, 2010, the Mosaic special committee met again to discuss the status of the potential transaction. Representatives of Simpson Thacher then reviewed the status of negotiations regarding the transaction documents, including the principal issues that remained open between the parties. Representatives of J.P. Morgan reviewed for the special committee the current market environment, the sector outlook for the industries in which Mosaic operates as well as other considerations relating to effecting a series of large public offerings of Mosaic common stock in such environment. Representatives of Lazard also discussed with the special committee the outlook generally for the fertilizer sector and capital markets and other considerations relating to the proposed transaction, including a discussion of the proposed formation offerings and other offerings contemplated by the transaction as a way in which to attempt to facilitate the orderly disposition of the Mosaic shares currently held by Cargill.

Throughout the remainder of December 2010 and through January 18, 2011, representatives of Mosaic, Cargill and the MAC Trusts, with the assistance of the parties’ respective legal and financial advisors, continued to negotiate drafts of the transaction documents.

On January 18, 2011 the Mosaic special committee convened a meeting to review and discuss the proposed transaction. Representatives of Simpson Thacher reviewed with the members of the special committee their fiduciary duties in considering the possible transaction. Representatives of Simpson Thacher then reviewed the status of negotiations regarding the transaction documents since the December 12, 2010 special committee meeting and discussed the proposed terms of the transaction documents. Representatives of each of J.P. Morgan and Lazard again discussed with the special committee capital markets considerations relating to the potential transaction, including considerations related to effecting a series of large public offerings of Mosaic common stock in the current market environment. Members of the special committee, together with the others present at the meeting, discussed the matters presented, including various steps that would take place in the event the proposed transaction were approved. Mr. Lumpkins and members of our senior management team then discussed with the special committee their views on the potential transaction, including their view that the proposed transaction could have meaningful benefits to Mosaic and its stockholders, including better positioning Mosaic to successfully execute its strategic objectives without the constraint and uncertainty associated with Cargill being the majority stockholder. After this discussion, members of the special committee went into executive session along with representatives of Simpson Thacher. The Mosaic special committee further discussed the matters presented, including various risks and opportunities associated with the proposed transaction. Following consideration of the proposed transaction and related transaction documents, the Mosaic special committee (i) determined that the proposed transaction and the related transaction documents (including the merger and distribution agreement) were advisable, fair to and in the best interests of Mosaic and its stockholders (excluding, for this purpose, Cargill and its subsidiaries), (ii) approved and declared advisable the merger and distribution agreement and the transactions contemplated thereby (including the merger) and (iii) recommended that the Mosaic board of directors (x) approve and declare advisable the merger and distribution agreement and the transactions contemplated thereby (including the merger) and (y) recommend (and the special committee recommended) that Mosaic’s stockholders adopt the merger and distribution agreement and the transactions contemplated thereby (including the merger).

Following the adjournment of the special committee meeting, the full Mosaic board of directors convened a meeting to discuss the recommendations of the Mosaic special committee (Messrs. Koenig and Rial, the two members of the Mosaic board of directors who are current officers of Cargill, recused themselves from this meeting). Upon the recommendation of the special committee, the Mosaic board of directors determined that it was advisable, fair to and in the best interests of Mosaic and its stockholders (excluding, for this purpose, Cargill and its subsidiaries) that Mosaic enter into the merger and distribution agreement and the related transaction agreements, approved the merger and distribution agreement and the related transaction agreements, and resolved to recommend that Mosaic stockholders vote in favor of the adoption of the merger and distribution agreement and the transactions contemplated thereby.

On January 18, 2011, Mosaic, Cargill and the MAC Trusts then executed the transaction documents, and Mosaic and Cargill issued a joint public announcement regarding the merger, split-off and related transactions.

Mosaic’s Reasons for the Merger and Related Transactions; Recommendation of the Mosaic Special Committee and Board of Directors

The Mosaic board of directors, upon the unanimous recommendation of the special committee, has determined that the transactions are advisable, fair to and in the best interests of Mosaic and its stockholders (other than Cargill and its subsidiaries). In the course of reaching its determinations and recommendations, the special committee evaluated the transactions in consultation with its legal and financial advisors, as well as Mr. Lumpkins and members of our senior management team, and considered a number of factors, both positive and negative, and potential benefits and detriments of the transactions to Mosaic and its public stockholders, as more fully described below. In addition, the Mosaic board of directors acted based on the unanimous recommendation of the special committee, which was comprised of all of the independent directors on the Mosaic board of directors, as well as other factors such as those described more fully below.

Potential Benefits of the Transactions to Mosaic and its Public Stockholders.

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The special committee considered management’s assessment that the elimination of a controlling stockholder would facilitate strategic, financial and distribution policy decisions that would benefit all Mosaic stockholders without the influence of one controlling stockholder, as well as J.P. Morgan’s and Lazard’s concurrence with such assessment. In particular, the special committee considered that by removing Cargill as a majority stockholder, Mosaic would gain strategic flexibility and would 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. For example, the elimination of Cargill as a majority corporate stockholder would provide Mosaic with increased control and flexibility over its allocation of capital, including in connection with capital expenditures and potential acquisition opportunities, as well as greater control and flexibility with respect to the timing and nature of stockholder distributions, as Mosaic’s long-term plans in these regards could from time to time be incongruent with Cargill’s desires and expectations.

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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. In particular, the special committee considered:

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negative factors associated with the perceived “overhang” with respect to the common stock that currently exists as a result of Cargill’s current majority ownership position, including the fact that such overhang could be depressing the market price of the common stock and that it could be disruptive to Mosaic and the trading market for the common stock were Cargill to begin selling its Mosaic shares in a non-orderly manner, and in this regard the special committee also considered advice from J.P. Morgan that the transactions were designed to result in a controlled, multi-step increase in the public float of the Mosaic common stock;

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that eliminating this overhang also is expected to give Mosaic greater flexibility to use its equity as an acquisition currency and to raise cash for its business operations on a more efficient basis, as well as to enhance the attractiveness of Mosaic’s equity-based compensation plans, thereby increasing Mosaic’s ability to attract and retain quality executives and other employees; and

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that the transactions are expected to make Mosaic common stock a more attractive investment for various institutional investors who do not currently invest in Mosaic due to the perceived overhang and uncertainty with respect to whether, and if so how, Cargill would dispose of its Mosaic shares.

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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. 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 (i) the demand for Mosaic’s common stock and (ii) 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.

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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.

Economic- and Governance-Related Factors.

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The transactions will not be implemented unless the merger and distribution agreement is approved and adopted by a majority of Mosaic’s public stockholders other than Cargill and its subsidiaries (see “The Special Meeting of Mosaic Stockholders—Required Vote”).

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The merger and split-off are structured so as to result in no income tax liability to Mosaic’s existing stockholders (including Cargill and its subsidiaries).

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The special committee considered advice from J.P. Morgan as to the potential effect of creating three classes of common stock and that similar precedent transactions had increased the public float and liquidity of the issuer’s common stock and in some cases permitted the issuer’s common stock to satisfy Standard & Poor’s public float criteria for inclusion in the S&P 500 Index, all of which would benefit Mosaic’s public stockholders. The special committee also considered advice from our senior management team that they did not believe it likely the ratings agencies would have a negative view of the transactions.

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The special committee considered advice from J.P. Morgan regarding the structure and feasibility of the formation offerings and lock-up regime with respect to shares of Mosaic stock distributed to Cargill stockholders in the split-off and not sold in the formation offerings and how such offerings and lock-up regime could be designed in an effort to facilitate an orderly disposition of the Mosaic stock currently held by Cargill.

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The Cargill stockholders who receive shares of class A common stock and/or class B common stock in the split-off will own Mosaic shares representing over 80% of the voting power for the election of directors, which will not provide such holders with rights that are materially different than Cargill currently possesses because Cargill presently has the practical ability to elect the entire Mosaic board of directors.

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The expectation that the Mosaic board of directors could consider submitting to the Mosaic stockholders at the next regularly scheduled annual meeting of the Mosaic stockholders or at a special meeting of Mosaic stockholders, a proposal to convert the class B common stock into class A common stock and thereby potentially eliminate the voting disparity between the classes of common stock with respect to the election of our directors.

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The special committee considered advice from J.P. Morgan that the terms of the transactions were not inconsistent with the terms of similar precedent transactions that J.P. Morgan had reviewed.

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The special committee considered Lazard’s concurrence that the structure of the formation offerings and lock-up regime with respect to shares of Mosaic stock distributed to Cargill stockholders in the split-off and not sold in the formation offerings was a reasonable way in which to attempt to facilitate the orderly disposition of the Mosaic shares currently held by Cargill.

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The special committee considered the terms and conditions of a governance agreement among Mosaic, the MAC Trusts and certain Cargill stockholders who are expected to receive a significant number of Mosaic shares in the split-off, including:

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the transfer restrictions that will be applicable to the MAC Trusts and each other stockholder that is a party to the governance agreement, which were designed to further ensure an orderly distribution of Mosaic shares following the split-off; and

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the standstill and voting restrictions that will be applicable to the MAC Trusts and each other stockholder that is a party to the governance agreement, which were designed to implement an appropriate governance structure in light of the need to create the class B common stock as part of the transactions.

Please see “Other Transaction Agreements—Governance Agreement” for a more complete description of the governance agreement.

Negative Factors. The special committee, and the board of directors, considered and balanced against the potential benefits of the transactions, a number of potential disadvantages (a number of which are described more fully in the “Risk Factors” section of this document), including the following:

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Following the merger, Mosaic’s current public stockholders will hold shares of common stock which have voting rights that are inferior to those of the class B common stock with respect to the election of directors. As a result, Mosaic’s current public stockholders will own shares of Mosaic stock representing approximately 11% of the voting power for the election of directors.

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Under the terms of the merger and distribution agreement, Cargill may elect to terminate such agreement in its discretion, subject to the payment under certain circumstances of a $200 million termination fee that would be payable to Mosaic’s public stockholders.

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Mosaic has agreed with Cargill that during the first two years following the split-off, it will not engage in certain enumerated acts that could cause the split-off and/or debt exchanges to fail to qualify as tax-free. In addition, as part of seeking to facilitate the orderly distribution of Mosaic’s shares to be held by Cargill and the MAC Trusts following the split-off, Mosaic has agreed with Cargill and the MAC Trusts to additional restrictions on its ability to issue equity on a primary basis and engage in stock repurchase transactions during the first two years (or during the first thirty months in the case of stock repurchase transactions) following the split-off. These obligations could limit Mosaic’s ability to engage in certain transactions, such as redeeming or purchasing its stock, issuing equity securities or engaging in certain business combinations with third parties, during these time periods. Mosaic has also agreed with Cargill that Mosaic will not engage in certain transactions prior to completion of the merger and split-off, without Cargill’s prior consent.

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Under certain circumstances, if Mosaic were to cause the split-off and/or debt exchanges to be taxable to Cargill due to any breach of, or inaccuracy in, any representation, warranty, covenant or obligation of Mosaic or GNS under the tax agreement, Mosaic could be obligated to indemnify Cargill against significant tax liabilities, which could have a material adverse effect on Mosaic.

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By becoming independent from Cargill, Mosaic would lose any positive perceptions from which it may benefit as a result of being associated with a company of Cargill’s stature and industry recognition; however, Mosaic’s senior management team did not believe it likely that the rating agencies would have a negative view of the transactions.

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The execution of the formation offerings and the released share offerings that form part of the transactions could have the effect of depressing the market price of the Mosaic common stock.

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The negotiation, consideration and performance of the transactions contemplated by the merger and distribution agreement (including the registration of securities in connection with such transactions) have required and will require Mosaic to incur various costs and expenses; however, as described in “The Merger and Distribution Agreement—Termination Fees and Expenses,” Cargill has agreed to reimburse Mosaic for a portion of these costs and expenses, up to an aggregate $15 million.

Procedural Factors. The special committee, and the board of directors, also considered a number of procedural protections that were implemented to ensure a fair and impartial evaluation and negotiation of the proposed merger and related transactions and to provide for consideration and approval of the transactions by Mosaic’s stockholders (other than Cargill and its subsidiaries), including the following:

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The Mosaic board of directors formed a special committee composed solely of its outside, independent directors, which was delegated broad authority to consider and recommend for approval the transactions.

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The special committee retained two financial advisors and legal counsel to assist and advise the special committee.

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The special committee, with the assistance of its legal and financial advisors and Mosaic management, evaluated and negotiated the proposed transactions and made a unanimous recommendation to the Mosaic board of directors to approve the proposed transactions.

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To approve the merger and distribution agreement, holders of a majority of the outstanding shares of Mosaic’s common stock, other than Cargill and its subsidiaries, must vote in favor of the adoption of the merger and distribution agreement.

After a detailed consideration of these factors, the Mosaic special committee and the Mosaic board of directors concluded that, taken as a whole, the factors supported approving the transactions. Accordingly, the special committee and the board of directors determined that the merger and distribution agreement and the related transaction documents, and the transactions contemplated thereby, are advisable, fair to and in the best interests of Mosaic and Mosaic’s stockholders other than Cargill and its subsidiaries. In addition, upon unanimous recommendation of the Mosaic special committee, the Mosaic board of directors determined to recommend that Mosaic stockholders vote “FOR” the adoption of the merger and distribution agreement.

The discussion and factors described were among the factors considered by the special committee and the Mosaic board of directors, as applicable, in their assessment of the transactions. In view of the wide variety of factors considered in connection with the evaluation of the transactions and the complexity of these matters, the special committee and the Mosaic board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the special committee and the Mosaic board of directors viewed their respective position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by them. In addition, in considering the factors described above, individual directors may have assigned different weights to different factors.

Interests of Certain Persons in the Merger and Related Transactions

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 certain officers and directors of Mosaic are also stockholders and/or officers of Cargill and may have certain interests in the merger and related transactions that are different from, or in addition to, the interests of the Mosaic public stockholders, as discussed below. The Mosaic special committee and Mosaic board of directors were aware of these interests and considered them, among other matters, in approving the merger, the merger and distribution agreement and the related transactions.

Cargill 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, although these directors were not members of the Mosaic special committee and recused themselves from the meeting of the Mosaic board of directors in which it considered the unanimous recommendation of the Mosaic special committee and approved the merger and distribution agreement and related transactions. By virtue of its controlling interest in Mosaic, Cargill could control Mosaic’s strategic direction and significant corporate transactions, although currently a majority of Mosaic’s board of directors (and all of the members of Mosaic’s special committee) are considered by us to be “independent” directors as they satisfy the NYSE standards for independence as well as our standards for independence set forth in our Director Independence Standards.

Ownership of Existing Mosaic Common Stock

As of the record date, Mosaic’s directors and executive officers beneficially owned an aggregate of [—] shares of Mosaic common stock, including shares that may be acquired within 60 days of such date upon the exercise of outstanding stock options (or approximately [—] percent of the outstanding shares of Mosaic’s common stock as of the record date), as described in “Security Ownership of Certain Beneficial Owners and Management.”

Ownership of Cargill Common Stock

As of the record date, Mosaic’s directors and executive officers beneficially owned [—] shares of capital stock of Cargill.

Directors and Executive Officers; No Change in Control

All persons who are presently directors and/or executive officers of Mosaic are expected to continue to serve in such capacities at Mosaic following the consummation of the merger and the split-off. In addition, none of the Mosaic equity-based awards held by our officers and directors are expected to be accelerated as a result of the transactions and no “change in control” provisions contained in any agreements with our executive officers are expected to be triggered as a result of the transactions.

Mosaic’s Relationship With Cargill

Mosaic and Cargill have other relationships and engage in certain transactions, as described in “Other Arrangements and Relationships between Mosaic and Cargill.”

Material United States Federal Income Tax Consequences

The following discussion sets forth the material United States federal income tax consequences of the exchange, pursuant to the merger, of Mosaic common stock for GNS common stock to U.S. holders (as defined below). This discussion does not address any tax consequences resulting from the split-off or tax consequences arising under the laws of any state, local or foreign jurisdiction. This discussion is based upon the Code, the regulations of the U.S. Treasury Department and court and administrative rulings and decisions in effect on the date of this document. These laws may change, possibly retroactively, and any change could affect the continuing validity of this discussion.

For purposes of this discussion, we use the term “U.S. holder” to mean:

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an individual citizen or resident of the United States;

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a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to United States federal income taxation regardless of its source; or

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a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable United States Treasury regulations (the “Treasury Regulations”) to be treated as a United States person.

If a partnership holds Mosaic common stock, the tax treatment of a partner will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding Mosaic common stock, you should consult your tax advisors.

This discussion assumes that you hold your shares of Mosaic common stock as a capital asset within the meaning of section 1221 of the Code. Further, this discussion does not address all aspects of United States federal income taxation that may be relevant to you in light of your particular circumstances or that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

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a financial institution;

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a tax-exempt organization;

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an S corporation or other pass-through entity;

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an insurance company;

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a mutual fund;

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a dealer in securities or foreign currencies;

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a trader in securities who elects the mark-to-market method of accounting for your securities;

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a Mosaic stockholder subject to the alternative minimum tax provisions of the Code;

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a Mosaic stockholder who received your Mosaic common stock through the exercise of employee stock options or through a tax-qualified retirement plan;

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a person that has a functional currency other than the U.S. dollar;

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a holder of options granted under any Mosaic benefit plan; or

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a Mosaic stockholder who holds Mosaic common stock as part of a hedge against currency risk, straddle or a constructive sale or conversion transaction.

The IRS has issued a ruling to the effect that, among other things, (i) the exchange of Mosaic common stock for GNS common stock in the merger will qualify as a transaction described in section 351 of the Code, (ii) the holders of Mosaic common stock will not recognize any gain or loss upon the exchange of their shares of Mosaic common stock for GNS common stock in the merger, and (iii) GNS will not recognize any gain or loss in the merger.

As a result, (i) your aggregate tax basis in the GNS common stock that you receive in the merger will equal your aggregate tax basis in the Mosaic common stock you surrender, and (ii) your holding period for the GNS common stock that you receive in the merger will include your holding period for the shares of Mosaic common stock that you surrender.

If you acquired different blocks of Mosaic common stock at different times and at different prices, your tax basis and holding period in the GNS common stock that you receive may be determined with reference to each block of Mosaic common stock.

Although private letter rulings are generally binding on the IRS, the continuing validity of a private letter ruling is subject to factual representations and assumptions contained in the private letter ruling. Mosaic and GNS are not aware of any facts or circumstances that would cause the representations and assumptions on which the IRS ruling is based to be incorrect.

Reporting Requirements. You will be required to retain records pertaining to the merger and you will be required to file with your United States federal income tax return for the taxable year in which the merger takes place a statement setting forth certain facts relating to the merger.

This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Tax matters are very complicated, and the tax consequences of the merger to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local or foreign income or other tax consequences to you of the merger.

New York Stock Exchange Listing

Mosaic common stock is currently listed on the NYSE under the symbol “MOS.” In the merger and distribution agreement, each of Mosaic and GNS has agreed to prepare and file, and to use reasonable best efforts to have approved prior to the closing date of the merger, an application for the listing on the NYSE (and such approval is a condition to the obligations of the parties to complete the merger) of the common stock to be issued pursuant to the merger and the common stock issuable upon conversion of the class A common stock and the class B common stock to be issued in the merger, in each case subject to official notice of issuance. The class A common stock and the class B common stock will not be listed on the NYSE or any other exchange.

No Appraisal Rights

Holders of Mosaic common stock are not entitled to appraisal rights under Section 262 of the DGCL in connection with the merger.

Regulatory Approval

Certain acquisitions of Mosaic stock by exchanging Cargill stockholders in the split-off may require a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If an exchanging Cargill stockholder acquires enough shares of Mosaic stock to exceed the applicable threshold stated in the Hart-Scott-Rodino Act and associated regulations, and if an exemption under the Hart-Scott-Rodino Act or regulations does not apply, Mosaic, Cargill and such exchanging Cargill stockholder would be required to make filings under the Hart-Scott-Rodino Act and such exchanging Cargill stockholder would be required to pay the applicable filing fee. A filing requirement could delay the exchange of shares with such exchanging Cargill stockholder until the applicable waiting periods in the Hart-Scott-Rodino Act have expired or been terminated.

Expected Timing of the Merger

No Cargill Stockholder Approval Required for the Merger

Cargill stockholders are not required to adopt the merger and distribution agreement or approve the merger. However, as a condition to the completion of the merger, 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.

Accounting Treatment

The consolidated assets and liabilities of the Company after the merger and split-off will be identical to the consolidated assets and liabilities of the Company prior to the merger and split-off. As a result of these transactions, there will be no change to the Company’s total outstanding shares, the economic rights of the Company shares or earnings per share. Additionally, these transactions will result in no changes to the Company’s accounting policies applied to its consolidated financial statements.

THE MERGER AND DISTRIBUTION AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the merger and distribution agreement. The merger and distribution agreement governs the rights and obligations of the Mosaic parties and Cargill relating to the merger, the split-off and the related transactions. The following is a summary of the material terms of the merger and distribution agreement, a copy of which is attached as Annex A and incorporated herein. This summary does not contain, and is qualified by, all of the terms of the merger and distribution agreement. All Mosaic stockholders are urged to read carefully the merger and distribution agreement in its entirety.

The Closing

Unless the merger and distribution agreement is terminated in accordance with its terms, the closing of the merger will occur on the closing date, which date will be determined by Cargill in its sole discretion following the satisfaction or waiver (subject to any applicable restrictions) of the conditions to closing set forth in the merger and distribution agreement. Notwithstanding any notice to Mosaic of Cargill’s selection of a closing date, Cargill may delay the closing date, and each of Mosaic and Cargill retains its termination rights under the merger and distribution agreement until the effective time of the merger.

Amendment of the GNS Charter

Prior to the effective time of the merger, the certificate of incorporation of GNS will be amended and restated, through action by Mosaic as the sole stockholder of GNS (i) 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 and (ii) to reclassify all of the shares of capital stock of GNS then held by Mosaic into a number of shares of GNS common stock to be held by MOS Holding Inc. following the merger, which reclassification will be determined by reference to the value of GNS prior to the merger. Each share of each series of class A common stock will be entitled to one vote 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 and will be convertible into one share of common stock and have class voting rights as will be provided in the post-merger restated certificate of incorporation of Mosaic attached as Annex B to this proxy statement/prospectus. Each share of each series of class B common stock will be entitled to ten votes with respect to the election of directors and one vote with respect to all other matters to which holders of class B common stock will be entitled to vote, will be subject to certain transfer restrictions, and may (generally only upon a vote of stockholders, see “Description of Capital Stock Following the Closing—Transfer Restrictions and Conversion Mechanics”) be convertible into one share of either class A common stock or common stock and have class voting rights as will be provided in the post-merger restated certificate of incorporation of Mosaic. The common stock will be entitled to one vote with respect to all matters to which holders of common stock will be entitled to vote. The transfer restrictions pertaining to the class A common stock and class B common stock are intended to help facilitate the orderly disposition of shares of common stock following the merger and the split-off and to help preserve the tax-free nature of the split-off and the debt exchanges.

The Merger

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a portion of the Mosaic common stock held by Cargill immediately prior to the effective time of the merger 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;

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each other share of Mosaic common stock issued and outstanding immediately prior to the effective time of the merger (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) will be converted into the right to receive one share of GNS common stock; and

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all of the limited liability company interests in Merger Sub will be converted into one hundred (100) shares of Mosaic common stock, which will represent 100% of the outstanding shares of the capital stock of Mosaic.

In addition, the directors and officers of Mosaic immediately prior to the effective time of the merger will be the directors and officers of GNS at and after the effective time of the merger.

The merger and distribution agreement also provides that, prior to the closing, Mosaic and GNS will take such action as is necessary to ensure that the certificate of incorporation of GNS will be amended and restated effective immediately prior to the effective time of the merger to read substantially in the form as set forth in Annex B to this proxy statement/prospectus and to ensure that as of the effective time of the merger that 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 (with such changes as may be agreed to by the parties to the merger and distribution agreement).

At or immediately following the effective time of the merger, GNS will file a restated certificate of incorporation with the Secretary of State of the State of Delaware to change the name of GNS to “The Mosaic Company” and, similarly, Mosaic will, in connection with the merger, change its name to “MOS Holdings Inc.”

Split -off

Immediately after the effective time of the merger on the date of the closing, Cargill will consummate the split-off by exchanging with existing stockholders of Cargill who are accredited investors, for outstanding shares of capital stock of Cargill held by such stockholders, all of the shares of class A common stock, shares of class B common stock and shares of common stock (excluding the Cargill retained shares) that will be received by Cargill in the merger.

Cargill has agreed to use its reasonable best efforts to commence the split-off process by offering to exchange (which is referred to as the “Cargill offer”) shares of stock to be received by it in the merger with some of the holders of shares of common stock of Cargill as soon as reasonably practicable after the date that Mosaic mails this document to its stockholders. However, if any material event occurs after the date of the merger and distribution agreement in respect of which, in the opinion of counsel to Mosaic, disclosure would need to be included in the Cargill offer documents in order for the Cargill offer documents not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading but in respect of which the Mosaic parties do not yet have sufficient facts regarding such event or the potential impact of such event on Mosaic, then Cargill will delay the Cargill offer until the earlier of the twentieth calendar day after Mosaic becomes aware of the occurrence of such event and the second business day after Mosaic makes disclosure with respect to such event (or otherwise notifies Cargill that no additional disclosure is necessary) so that the Cargill offer documents do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Mosaic can delay the Cargill offer as described above on only one occasion.

Debt Exchanges

On the closing date and as promptly as practicable after the effective time of the merger, Cargill expects to consummate the initial debt exchange. After the initial debt exchange, Cargill may also consummate one or more subsequent debt exchanges. Subject to limited exceptions, Cargill has sole discretion to determine the terms and conditions and structure of the debt exchanges, provided that such terms, conditions and structure must be (1) materially consistent with the IRS ruling, the submissions related to the IRS ruling and the tax opinion received by Cargill, (2) conducted in a manner that is not required to be registered under the Securities Act and (3) to the extent applicable, in accordance with the terms of the registration agreement.

The Mosaic parties have agreed, if reasonably requested by Cargill, to use their reasonable best efforts to assist Cargill in connection with the debt exchanges including (1) assisting Cargill in making required filings with and obtaining consents and approvals from any applicable governmental authority and (2) taking other actions to facilitate delivery to the exchanging Cargill debt holders of the Cargill retained shares being transferred by Cargill in the debt exchanges, including making officers and employees of Mosaic available for meetings and sessions with potential exchanging Cargill debt holders and to provide information to such debt holders regarding Mosaic (subject to limits regarding material, non-public information).

Conversion of Shares; Exchange of Certificates; Dividends

Conversion and Exchange of Shares. As a result of GNS becoming the new Mosaic public company in connection with the merger, shares of Mosaic common stock will need to be exchanged for shares of GNS common stock. The conversion of shares of Mosaic common stock into the right to receive shares of GNS common stock will occur automatically at the effective time of the merger. Promptly after the effective time of the merger, we will send a letter of transmittal to those persons who were record holders of shares of Mosaic common stock (other than Cargill and its subsidiaries) immediately prior to the effective time of the merger. This mailing will contain instructions on how to surrender shares of Mosaic common stock in exchange for shares of GNS common stock that the holder is entitled to receive under the merger and distribution agreement. When you deliver to us your properly completed letter of transmittal and any other required documents (including your Mosaic stock certificates if you hold your shares in certificated form), your current shares will be cancelled and you will receive new shares of common stock.

If you hold your shares of Mosaic common stock in certificated form, do not submit your Mosaic stock certificates for exchange until you receive the transmittal instructions and letter of transmittal from us.

If a certificate for shares of Mosaic common stock has been lost, stolen or destroyed, we will issue in exchange for such lost, stolen or destroyed certificates the applicable number of shares of GNS common stock upon compliance by the applicable stockholder with the affidavit and indemnification requirements described in the merger and distribution agreement.

Dividends and Distributions. No dividends or other distributions declared or made with respect to Mosaic common stock with a record date before the effective time of the merger that has not been paid prior to the effective time of the merger will be paid to the holder of any unsurrendered share of Mosaic common stock (or share of Mosaic held in book-entry form) until the surrender of such share of Mosaic common stock (or Mosaic book-entry shares) in accordance with the merger and distribution agreement. Similarly, no dividends or other distributions declared or made after the effective time of the merger with respect to any share of GNS stock into which a share of Mosaic common stock was converted in the merger will be paid until the surrender of such share of Mosaic common stock (or Mosaic book-entry shares) in accordance with the merger and distribution agreement. Subject to escheat, tax, or other applicable law, following surrender of any such share of Mosaic common stock (or Mosaic book-entry shares), there shall be paid to the holder any such unpaid dividends or other distributions. Any future dividends will be made at the discretion of the Mosaic board of directors.

Representations and Warranties

The merger and distribution agreement contains representations and warranties of each of the Mosaic parties, on the one hand, and Cargill, on the other hand, made solely for the benefit of the other, except that the representations and warranties set forth in the bullet below regarding the timeliness, completeness and accuracy of certain Mosaic information filed with the SEC was also made for the benefit of the MAC Trusts. The assertions embodied in those representations and warranties are qualified by certain sections of specified reports filed with the SEC by Mosaic and by information in confidential disclosure schedules that the Mosaic parties provided in connection with signing the merger and distribution agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger and distribution agreement. Furthermore, many of the representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to stockholders. The representations and warranties were used for the purpose of allocating risk between the parties to the merger and distribution agreement rather than establishing matters of fact. For the foregoing reasons, you should not rely on the representations and warranties contained in the merger and distribution agreement as statements of factual information. The representations and warranties in the merger and distribution agreement and the description of them in this document should be read in conjunction with the other information contained in the reports, statements and filings that Mosaic publicly files with the SEC. This description of the representations and warranties is included to provide stockholders with information regarding the terms of the merger and distribution agreement.

Each of the Mosaic parties and Cargill make certain representations and warranties to the other in the merger and distribution agreement, including relating to:

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organizational existence, good standing and requisite corporate power;

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corporate authorization to enter into the merger and distribution agreement and the other transaction documents, including approval by such party’s board of directors and the required vote, if any, of such party’s stockholders with respect to the matters described in merger and distribution agreement;

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no conflicts with, violations or breaches of, defaults under, right of termination or acceleration under, or requirements of, any notices or consents under, governance documents, material agreements or laws as a result of the execution and delivery of the merger and distribution agreement, the other transaction documents or the completion of the transactions contemplated thereby;

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governmental approvals required in connection with the execution and delivery of the merger and distribution agreement, the other transaction documents or the transactions contemplated thereby; and

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the brokers and other advisors entitled to receive fees from the applicable party.

In addition, the Mosaic parties make certain other representations and warranties to Cargill in the merger and distribution agreement, including relating to:

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capital stock of the Mosaic parties;

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timeliness, completeness and accuracy of certain information filed with the SEC, including financial statements, filed with the SEC by Mosaic (and to extent applicable, GNS);

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system of internal controls over financial reporting;

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disclosure controls and procedures; and

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no Mosaic material adverse effect since May 31, 2010.

For purposes of the merger and distribution agreement, the term “Mosaic material adverse effect” means any event or events that, individually or in the aggregate (a) is or are or would be reasonably expected to be materially adverse to the financial condition, assets, liabilities, business or results of operations of Mosaic and its

subsidiaries, or, after the closing, GNS and its subsidiaries, taken as a whole, or (b) would be reasonably expected to materially and adversely affect the ability of the Mosaic parties to consummate the merger. However, in determining whether a Mosaic material adverse effect has occurred with respect to clause (a) above, there will be excluded any event relating to or resulting from:

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changes generally affecting the economy, financial or securities markets or political or regulatory conditions, to the extent such changes do not, and would not be reasonably expected to, adversely affect Mosaic and its subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry;

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changes in the fertilizer industry, to the extent such changes do not, and would not be reasonably expected to, adversely affect Mosaic and its subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry;

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any change in law or the interpretation thereof, to the extent such changes do not, and would not be reasonably expected to, adversely affect Mosaic and its subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry

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any change in Generally Accepted Accounting Principles in the United States or the interpretation thereof;

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acts of war, armed hostility or terrorism, to the extent such changes do not adversely affect Mosaic and its subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry;

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any failure by Mosaic to meet any internal or published industry analyst projections or forecasts for any period (although the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Mosaic material adverse effect may be taken into account in determining whether there has been a Mosaic material adverse effect); and

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any change resulting from the negotiation, execution or announcement of the merger or other transactions.

Interim Covenants

The merger and distribution agreement generally provides that, through the earlier of the closing date and the termination of the merger and distribution agreement in accordance with its terms, except as otherwise set forth in the merger and distribution agreement or the other transaction documents, required by law or regulation applicable to the Mosaic parties or disclosed in Mosaic’s disclosure schedules, without the prior written consent of Cargill (which consent will not be unreasonably withheld or delayed):

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the Mosaic parties will not approve, amend or propose to amend the certificate of incorporation or by-laws or equivalent organizational documents of any of the Mosaic parties in a manner that would adversely affect the rights of the Mosaic stockholders in any material respect or that would reasonably be expected to delay or impair the transactions or the parties’ ability to comply with their obligations under the transaction documents;

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the Mosaic parties will not enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation or conversion or effect any partial liquidation, dissolution, merger, consolidation or conversion;

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neither Mosaic nor GNS will, nor will Mosaic or GNS permit any of their respective subsidiaries to, sell, issue, transfer, redeem, grant, pledge, hypothecate, distribute or otherwise dispose of any shares of capital stock, or any other voting securities, of any Mosaic party, or any rights, options, warrants or securities convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of capital stock or other voting securities of any Mosaic party (whether or not then convertible, exchangeable, exercisable or then entitling the holder to subscribe) other than with respect

to specified exceptions relating to issuances of employee or director equity awards or common stock in connection with the exercise or vesting of employee or director equity awards in each case under the Company’s existing employee or director equity award plans;

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neither Mosaic nor GNS will, nor will Mosaic or GNS permit any of their respective subsidiaries to, accelerate the vesting or exercisability of any of the equity awards, except as may be required by their terms;

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Mosaic will not, and Mosaic will not permit any of its subsidiaries to, change the principal business of Mosaic and its subsidiaries, taken as a whole, from the business of mining, producing, marketing and selling phosphate and potash fertilizer and phosphate- and potash-based animal feed products to any different line of business, or enter into any line of business that is not reasonably related or complementary to the business of mining, producing, marketing and selling phosphate and potash fertilizer and phosphate- and potash-based animal feed products;

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Mosaic will not, and Mosaic will not permit any of its subsidiaries to, acquire, or enter into any agreement to acquire any businesses, assets, product lines, business units, business operations, equity securities or other properties, including by way of merger or consolidation or otherwise, other than acquisitions (a) that would not give rise to a requirement on the part of Mosaic to file with the SEC financial statements for any acquired businesses on a Current Report on Form 8-K or in connection with any proxy statement or registration statement of Mosaic or GNS, and (b) that are not material to Mosaic (or, following the merger, GNS) and its subsidiaries, taken as a whole;

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Mosaic will not, and Mosaic will not permit any of its subsidiaries to, sell, transfer or otherwise dispose of, “hold for sale, transfer or other disposition” or discontinue the operations of, any businesses, assets, product lines, business units, business operations, equity securities or other properties, including by way of merger or consolidation or otherwise, unless such action or actions (a) would not give rise to a requirement on the part of Mosaic or GNS to file with the SEC pro forma or restated financial statements and (b) would not be material to Mosaic (or, following the merger, GNS) and its subsidiaries, taken as a whole;

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the Mosaic parties will not, and will not permit any of their respective subsidiaries to, redeem, purchase or otherwise acquire any of the outstanding shares of capital stock, or any other voting securities, of any Mosaic party, or any right, options, warrants or securities convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of capital stock, or other voting securities of, any Mosaic Party (whether or not then convertible, exchangeable, exercisable or then entitling the holder to subscribe);

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neither Mosaic nor GNS will (a) declare, set aside for payment or pay any dividend on, or make any other distribution (whether in cash, stock or other form) in respect of, any shares of its capital stock (other than ordinary course quarterly cash dividends by Mosaic to its stockholders (including any ordinary course increases in such quarterly dividends)) or (b) adjust, split, combine, subdivide or reclassify any shares of its capital stock; and

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the Mosaic parties will not authorize any of, or commit to do or enter into any contract with respect to any of, the foregoing actions or publicly announce an intention to take any of the foregoing actions.

The merger and distribution agreement also generally provides that, through the earlier of the closing date and the termination of the merger and distribution agreement in accordance with its terms, except with the prior written consent of Cargill (which consent will not be unreasonably withheld or delayed) or as otherwise expressly contemplated by the merger and distribution agreement or the other transaction documents (including with respect to any action taken in connection with the initial formation offering) or required by law, Mosaic and GNS will not, nor will any Mosaic party authorize, permit or direct any of its subsidiaries or any of their respective representatives to:

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knowingly facilitate the acquisition of shares of Mosaic common stock by any person or any coordinating group (as defined in Treasury Regulation § 1.355-7(h)(4)) other than Cargill and its subsidiaries, including by furnishing any material, non-public information concerning any Mosaic

party to any such person or coordinating group, if to the knowledge of Mosaic, such acquisition would result in any person beneficially owning, directly or indirectly, 10% or more of the outstanding shares of Mosaic common stock; or

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knowingly facilitate the participation in the management or operation of Mosaic (including by becoming a director of Mosaic) by a person or coordinating group (as defined in Treasury Regulation § 1.355-7(h)(4)), other than Cargill and its subsidiaries, who to the knowledge of Mosaic beneficially owns, directly or indirectly, 5% or more of the outstanding shares of Mosaic common stock.

Mosaic Stockholder Meeting; Proxy Statement and Registration Statement; Mosaic Board Recommendation

Mosaic has agreed to call a meeting of Mosaic stockholders as promptly as reasonably practicable following the date of the merger and distribution agreement for the purpose of obtaining the affirmative votes of both (i) the holders of a majority of the outstanding shares of Mosaic common stock and (ii) the holders of a majority of the outstanding shares of Mosaic common stock not held by Cargill or any of its subsidiaries, in each case in favor of the adoption of the merger and distribution agreement (such approvals are collectively referred to as the “Mosaic stockholder approval”) and to take all reasonable action to solicit such approvals. In the event of a change in the Mosaic recommendation, Mosaic has agreed to nevertheless submit the merger and distribution agreement to the Mosaic stockholders at the Mosaic stockholder meeting unless the merger and distribution agreement has been terminated in accordance with its terms. The Mosaic board of directors adopted a resolution, upon the unanimous recommendation of the Mosaic special committee, recommending that the Mosaic stockholders vote to adopt the merger and distribution agreement.

Under the merger and distribution agreement, other than as described below, Mosaic agreed that the Mosaic special committee and the Mosaic board of directors will not fail to make, and will not withdraw, qualify, amend or modify or publicly propose to withdraw, qualify, amend or modify such recommendation. Any action described in the preceding sentence is referred to as a “change in the Mosaic recommendation.”

The Mosaic board of directors and/or the Mosaic special committee may, however, prior to the receipt of the Mosaic stockholder approval, make a change in the Mosaic recommendation in response to one or more intervening events (as defined in the paragraph below) if (i) the Mosaic board of directors or the Mosaic special committee determines in good faith (after considering advice from outside legal counsel) that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law and (ii) the Mosaic board of directors or the Mosaic special committee provides Cargill at least three business days prior written notice of its intention to effect a change in the Mosaic recommendation and, if Cargill proposes changes to the terms of the transactions in such period, negotiates in good faith with Cargill with respect to such changes during such period and will not effect a change in the Mosaic recommendation unless the Mosaic board of directors or the Mosaic special committee determines in good faith (after considering advice from outside legal counsel) that, notwithstanding any modifications to the terms of the transactions proposed by Cargill, its failure to effect a change in the Mosaic recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

An “intervening event” means a material event, change, development, effect, condition, circumstance, occurrence or state of facts that was not known by the Mosaic special committee on the date the merger and distribution agreement was executed (or if known, the consequences of which were not known to the Mosaic special committee as of such date), which event (or consequences) becomes known to the Mosaic special committee before the receipt of the Mosaic stockholder approval.

Efforts

Each of the Mosaic parties and Cargill generally agreed to use their reasonable best efforts to cooperate with each other and to cause the merger, the split-off, the initial debt exchange and the initial formation offering to be consummated as promptly as practicable after the execution of and in accordance with the merger and distribution agreement.

In furtherance of the foregoing, each of the Mosaic parties and Cargill generally agreed to take all such action as may be reasonably necessary or appropriate under the securities laws of the United States (and any comparable laws under any foreign jurisdiction as the parties may mutually agree) in connection with the merger, the split-off, the initial debt exchange and the initial formation offering, and Mosaic and GNS will prepare and file, and will use their reasonable best efforts to have approved prior to the closing date, an application for the listing on the NYSE of the common stock to be issued pursuant to the merger and the common stock issuable upon conversion of the class A common stock and the class B common stock to be issued in the merger, subject to official notice of issuance.

Voting

Cargill agreed that, among other things, it will, and will cause any of its subsidiaries holding shares of Mosaic common stock to, be present, in person or by proxy, at the Mosaic stockholders meeting at which the proposals described in this proxy statement/prospectus are submitted to the Mosaic stockholders and otherwise to cause all shares of Mosaic common stock held by Cargill or any of its applicable subsidiaries to be counted as present for purposes of establishing a quorum at such meeting, and to vote, or cause to be voted, all shares of Mosaic common stock owned by Cargill or its applicable subsidiaries in favor of (x) the adoption of the merger and distribution agreement and (y) such other matters as may be included in this proxy statement/prospectus and necessary to consummate the transactions. In the case of clause of (y) above, unless otherwise agreed to by Cargill, any of such other matters will be implemented only if the closing will have occurred. Cargill’s and its subsidiaries’ voting obligations described in this paragraph will terminate in the event of a change in the Mosaic recommendation.

Transfers of Mosaic Common Stock by Cargill; Agreements by Cargill

Through the earlier of the closing date and the termination of the merger and distribution agreement in accordance with its terms, except as otherwise set forth the merger and distribution agreement or the other transaction documents or required by law, without the prior written consent of Mosaic (which consent will not be unreasonably withheld or delayed), Cargill will not, and will not permit any of its applicable subsidiaries to, transfer (as defined in the merger and distribution agreement) any shares of Mosaic common stock owned by Cargill or any of its subsidiaries other than transfers to Cargill or its subsidiaries. Cargill has also agreed to cause all shares of Mosaic common stock held by its applicable subsidiaries to be transferred to Cargill on or prior to the closing date.

The merger and distribution agreement also provides that, except as otherwise provided in the merger and distribution agreement, through the earlier of the closing date and the termination of the merger and distribution agreement in accordance with its terms, without the prior approval of the Mosaic special committee, Cargill will not, and it will not authorize, permit or direct any of its applicable subsidiaries, or authorize or direct its or their respective representatives to, directly or indirectly:

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effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate with or in any way knowingly assist any other person to effect or seek, offer or propose (whether public or otherwise) to initiate, effect or participate in or support, (i) any acquisition of any securities (or beneficial ownership thereof) or material assets of Mosaic or any of its subsidiaries, (ii) any tender or exchange offer or merger or other business combination involving Mosaic or any of its subsidiaries,

(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Mosaic or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the voting of any shares of Mosaic common stock;

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form, join or in any way participate in any “group” (other than with respect to Cargill’s affiliates) with respect to any of the shares of Mosaic common stock;

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submit any written consent or proposal to Mosaic’s stockholders in furtherance of the foregoing or call a special meeting of Mosaic stockholders;

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publicly disclose any intention, proposal, plan or arrangement with respect to any of the foregoing; or

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take any action, or request any amendment or waiver of any of the foregoing, that would reasonably be expected to require Mosaic to make a public announcement with respect to the matters set forth in the first or third bullet above.

The merger and distribution agreement also provides that, through the earlier of the closing date of the merger and split-off and the termination of the merger and distribution agreement in accordance with its terms, Cargill will not, and it will not authorize, permit or direct any of its subsidiaries, or authorize or direct its or their respective representatives to, directly or indirectly (i) solicit, initiate, or knowingly encourage any inquiries or the making of any proposal that constitutes or is reasonably likely to lead to an alternative proposal (as defined below) or (ii) other than informing persons of the provisions contained in the merger and distribution agreement relating to the non-solicitation of alternative proposals, participate in any discussions or negotiations with, or furnish any information concerning Cargill, Mosaic and their respective subsidiaries to, any person in connection with any alternative proposal.

However, if Cargill receives a bona fide written alternative proposal from a third party that did not result from a breach of the non-solicitation provisions of the merger and distribution agreement, then Cargill may furnish information regarding Cargill, Mosaic and their subsidiaries to, and participate in discussions or negotiations with, such person or persons and their respective financing sources and representatives, and enter into a definitive agreement with respect to such alternative proposal, provided that Cargill complies with certain confidentiality and notice requirements more fully described in the merger and distribution agreement.

For purposes of the merger and distribution agreement, the term “alternative proposal” means any inquiry, proposal or offer from any person relating to any (a) acquisition of twenty percent or more of the consolidated total assets of Mosaic and its subsidiaries taken as a whole or (b) acquisition, tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction or any combination of the foregoing that would result in such person beneficially owning twenty percent or more of the outstanding shares of Mosaic common stock, in each case, other than any of the transactions described in this proxy statement/prospectus.

Indemnification

Pursuant to the merger and distribution agreement, Mosaic and GNS on the one hand, and Cargill, on the other hand, has agreed to indemnify the other party (and such other party’s respective subsidiaries, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing) from and against any and all losses arising out of, attributable to or resulting from breaches of representations, warranties, covenants or agreements contained in the merger and distribution agreement or in any certificate delivered pursuant to the merger and distribution agreement, except that no indemnified party will be entitled to indemnification or contribution from an indemnifying party for losses arising out of incidental, indirect, consequential, special, exemplary or punitive damages however caused (other than in the case of fraud, bad faith or willful misconduct or in the case of losses payable to third parties).

The indemnification obligations set forth in the merger and distribution agreement do not apply to any indemnification with respect to taxes, as tax indemnification is governed by the tax agreement.

Conditions to Closing

The obligations of each of the parties to effect the closing of the merger are subject to the satisfaction or, subject to applicable restrictions, waiver of a number of conditions, including those described below. Each of the conditions is for the sole benefit of the relevant party and does not give rise to or create any duty on the part of either party to waive or not waive any such condition.

Mutual Conditions. The merger and distribution agreement provides that the obligations of each party to effect the closing of the merger is subject to the satisfaction or, to the extent permitted under applicable law, but other than with respect to the condition of obtaining the Mosaic stockholder approval, waiver by each of Mosaic and Cargill of the following conditions:

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Mosaic Stockholder Approval. The Mosaic stockholder approval has been obtained;

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No Injunctions. No law or order has been enacted, issued, promulgated or entered by any governmental authority of competent jurisdiction which is in effect and which prohibits the consummation of the merger, the split-off, the initial debt exchange or any formation offering;

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Registration Statement. The registration statement with respect to the initial formation offering contemplated by the registration agreement has been filed with the SEC, and is effective under the Securities Act (and not subject to a stop order or proceeding seeking a stop order), and includes (and does not omit) any information necessary to effect the initial formation offering in accordance with Securities Act requirements and the terms of the registration agreement;

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Form S-4. The Form S-4 relating to the merger, of which this document forms a part, has been filed and is effective, and such Form S-4 does not become the subject of a stop order or proceeding initiated by the SEC seeking a stop order;

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NYSE Listing. 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; and

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Other Transaction Documents. Each of the registration agreement and the tax agreement is in full force and effect.

Mosaic Conditions. The merger and distribution agreement provides that the obligations of the Mosaic parties to effect the closing are subject to the satisfaction or, to the extent permitted under applicable law, waiver by Mosaic of the following additional conditions:

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Representations and Warranties. The representations and warranties of Cargill in the merger and distribution agreement being true and correct, subject to the materiality standards contained in the merger and distribution agreement;

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Covenants. Cargill has performed in all material respects its obligations, agreements and covenants required to be performed by it prior to or as of the closing under the merger and distribution agreement or any other transaction document;

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Officer Certificate. Cargill has furnished Mosaic with a certificate dated as of the closing date signed on its behalf by its Chief Executive Officer or Chief Financial Officer to the effect that the conditions set forth in the two bullet points immediately above are satisfied;

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Split-off. Stockholders of Cargill have agreed with Cargill to exchange a sufficient number of shares of Cargill capital stock to allow Cargill to deliver to such stockholders, pursuant to the split-off, all of the

shares of class B common stock, class A common stock and common stock (excluding the Cargill retained shares) to be received by Cargill pursuant to the merger in exchange for outstanding shares of Cargill common stock, all the conditions to such exchanges have been satisfied or will be satisfied after consummation of the merger, and Cargill has irrevocably confirmed to Mosaic that it will consummate the split-off pursuant to such exchanges on the closing date immediately following the effective time of the merger;

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Governance Agreement. Each exchanging Cargill stockholder who, to the knowledge of Cargill at the time of the closing of the merger, 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 duly executed the governance agreement; and

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No Change in IRS Ruling or Law. 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 counsel to Mosaic, affect the validity of the IRS ruling in a manner adverse to Mosaic or Mosaic’s stockholders (other than Cargill and its subsidiaries).

Cargill Conditions. The merger and distribution agreement provides that the obligation of Cargill to effect the closing is subject to the satisfaction or, to the extent permitted under applicable law, waiver by Cargill of the following additional conditions:

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Representations and Warranties. The representations and warranties of the Mosaic parties in the merger and distribution agreement being true and correct, subject to the materiality standards contained in the merger and distribution agreement;

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Covenants. Each Mosaic party has performed its obligations, agreements and covenants described in the third and fourth bullets under the caption “—Interim Covenants” in all respects (except for any de minimis breach) and each Mosaic party has performed in all material respects all of its other obligations, agreements and covenants required to be performed by it prior to or as of the closing under the merger and distribution agreement or any other transaction documents;

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No Managing Shareholder. 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 thereof), shall, to the knowledge of Mosaic (based on SEC filings), beneficially own, directly or indirectly, 5% or more of the outstanding shares of Mosaic common stock;

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Officer Certificate. Mosaic has furnished Cargill with a certificate dated as of the closing date signed on its behalf by its Chief Executive Officer or Chief Financial Officer to the effect that (x) the conditions set forth in the three bullet points immediately above are satisfied and (y) the number of shares of Mosaic common stock issued and outstanding immediately prior to the closing is equal to the “Mosaic outstanding share number” (as defined in the merger and distribution agreement);

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No Change in IRS Ruling or Law. 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 counsel to Cargill, adversely affect the validity of the IRS ruling;

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Bring Down Tax Opinion. Mosaic has delivered a certificate containing the representations enumerated in the tax agreement, and Cargill has received an opinion of tax counsel relating to certain tax consequences of the transaction; and

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No Material Market Event. Since the date of the merger and distribution agreement, no material market event (other than any material market event in respect of which Cargill has previously waived its right to invoke this condition) has occurred.

For purposes of the merger and distribution agreement, the term “material market event” means (i) any material disruption in, or material adverse change to, U.S. or international financial, political or economic conditions or U.S. or international capital markets the effect of which is such as to make it impractical to proceed

with an offering in the initial formation offering in which the number of shares of common stock offered for sale is equal to the minimum number of shares entitled to be sold by the MAC Trusts in the initial formation offering pursuant to the registration agreement plus 30.75% of the number of shares of Mosaic common stock held by Cargill Fertilizer, Inc, a direct majority-owned (and an indirect wholly-owned) subsidiary of Cargill (“CFI”) as of the date of the merger and distribution agreement, (ii) any general suspension of trading in, or material limitations on prices for, securities generally on the NYSE for three or more consecutive business days; (iii) any banking moratorium declared by any United States, Minnesota or New York governmental authorities for three or more consecutive business days; (iv) any major disruption of settlements of securities, payment or clearance services in the United States for three or more consecutive business days; (v) any attack on, outbreak or material escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international security event or similar crisis if the effect of any such attack, outbreak, escalation, act, declaration, event or crisis is to cause a material disruption in, or material adverse change to, the United States capital markets for a period of three or more consecutive business days such that it is impractical to proceed with an offering in the initial formation offering in which the number of shares of common stock offered for sale is equal to the number of shares entitled to be sold by the MAC Trusts in the initial formation offering pursuant to the registration agreement plus 30.75% of the number of shares of Mosaic’s common stock held by CFI as of the date of the merger and distribution agreement; (vi) any decline in the Standard & Poor’s 500 Index by an amount in excess of twenty percent (20%) measured from the date of the merger and distribution agreement; or (vii) any increase in the Standard & Poor’s 500 Index by an amount in excess of twenty percent (20%) measured from the date of the merger and distribution agreement.

If a material market event has occurred, Cargill will notify Mosaic of the occurrence of such event. Following the receipt of such notice, Mosaic may request that Cargill waive the condition to its obligation to close the merger that no material market event has occurred with respect to such event. If Cargill waives this right, then such material market event can no longer form the basis for Cargill to not effect the closing of the merger. If Cargill does not waive the condition as described above within ten days after Cargill’s receipt of Mosaic’s corresponding waiver request (which is referred to as the “requisite response period”), Mosaic then will be entitled to terminate the merger and distribution agreement.

The merger and distribution agreement provides that the parties’ obligations pursuant to the provisions described in this section “—Conditions to Closing” are subject to, and without prejudice to, Cargill’s right to the delay the closing date or the right of Cargill or Mosaic to terminate the merger and distribution agreement, in each case, pursuant to the terms of the merger and distribution agreement.

Termination

The merger and distribution agreement may be terminated prior to the effective time of the merger:

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by mutual written consent of Cargill and Mosaic;

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by Mosaic or Cargill if a governmental authority enacts, issues, promulgates or enters any law or order, which is in effect and becomes final and nonappealable, that prohibits the consummation of the merger, the split-off, the initial debt exchange or any formation offering;

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by Mosaic or Cargill if the Mosaic stockholder approval is not obtained at the Mosaic stockholders meeting or any adjournment of such meeting;

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by Mosaic at any time following the completion of the closing period (as defined below) if the closing has not occurred and Mosaic has given Cargill at least five calendar day’s prior written notice of Mosaic’s intention to terminate pursuant to this termination right;

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by Mosaic or Cargill at any time following the end date if the closing has not occurred;

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by Mosaic or Cargill if the other party has breached its representations, warranties, covenants or other obligations under the merger and distribution agreement, which breach or failure to perform would

result in the failure of the applicable closing condition(s) (and such breach is incapable of being cured within 30 calendar days (or if the end date is less than 30 calendar days from notice with respect to such breach or failure, by the end date));

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

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by Mosaic if Cargill fails to deliver a waiver notice with respect to the material market event condition prior to the expiration of the requisite response period;

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

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by Cargill if 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.

As used in the merger and distribution agreement, the following terms have the following meanings:

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“closing period” means the first period of sixty (60) consecutive calendar days that are closing condition dates, as such number may be increased as provided in the merger and distribution agreement;

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“closing condition date” means any calendar date prior to the completion of the closing period upon which all the closing period conditions have been satisfied or waived, other than those closing period conditions that by their nature are to be satisfied at closing (as long as such closing period conditions could be satisfied if the closing were scheduled on such date), subject to limited exceptions, including those relating to restatement of financial statements, failure to make timely filings with the SEC, withdrawal of an audit opinion with respect to audited financial statements and suspension of trading of Mosaic common stock on the NYSE;

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“closing period conditions” means the following conditions to the parties’ obligations to effect the closing: (x) those conditions listed under the heading “—Conditions to Closing—Mutual Conditions”; (y) the condition listed in sixth bullet point under the heading “—Conditions to Closing—Mosaic Conditions” and (z) those conditions listed under the heading “—Conditions to Closing—Cargill Conditions.”

Effect of Termination

If the merger and distribution agreement is terminated, it will become void and there will be no liability on the part of Cargill or the Mosaic parties or their respective subsidiaries or affiliates, stockholders, controlling persons or representatives except that (1) designated provisions of the merger and distribution agreement will survive the termination, including those relating to the confidential treatment of information and the payment of fees and expenses (including termination fees) and (2) the parties will remain liable for any willful and material breach of the merger and distribution agreement prior to its termination.

Termination Fees and Expenses

Termination Fees Payable by Cargill

Under the terms of the merger and distribution agreement, Cargill will pay to Mosaic, for the benefit of, and for payment to, the holders of Mosaic common stock (other than Cargill and its subsidiaries) a termination fee of $200 million if the merger and distribution agreement is terminated (subject to the exception described below):

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by Mosaic following the completion of the closing period if the closing has not occurred, so long as each day from the completion of the closing period through and including the day of delivery of a termination notice is a closing condition date (as defined below) and no Mosaic underwriting failure (as defined below) occurred during the closing period;

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by Mosaic pursuant to the termination right listed in either the sixth or seventh bullet points under the heading “—Termination” unless (x) Cargill is then entitled to terminate the agreement as a result of any final, nonappealable law or order that prohibits the consummation of the merger, split-off, initial debt exchange or any formation offering, the Mosaic stockholder approval was not obtained at the Mosaic stockholder meeting or a Mosaic underwriting failure has occurred during the closing period or (y) any Mosaic party has breached any of its representations, warranties, covenants or other obligations under the merger and distribution agreement such that the closing conditions in the first three bullet points listed under the heading “—Conditions to Closing—Cargill Conditions” would not be satisfied if the closing were to be then scheduled;

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by Cargill following the end date at a time when Mosaic would be permitted to terminate the merger and distribution agreement under certain circumstances and no Mosaic underwriting failure has occurred during the closing period; or

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In addition, in the circumstances described above, Cargill must also reimburse Mosaic for all customary and reasonable documented out-of-pocket fees and expenses incurred by Mosaic in connection with the negotiation of the transaction documents and the performance by Mosaic of its obligations prior to termination, up to $15 million in the aggregate.

Notwithstanding the foregoing, Cargill will not be required to pay a termination fee if Cargill enters into a definitive agreement with respect to an alternative proposal (that did not result from breach of the non-solicitation provisions contained in the merger and distribution agreement) under the terms of which the holders of all of the shares of Mosaic common stock (other than Cargill and its subsidiaries) will be provided with the opportunity to receive consideration for all of their shares of Mosaic common stock that is no less favorable on a per share basis than the consideration to be received by Cargill and its subsidiaries for their shares of Mosaic common stock and at substantially the same time as, or within no more than 30 business days after, such consideration is to be received by Cargill and its subsidiaries.

A “Mosaic underwriting failure” generally means the failure of Mosaic or the joint book-running underwriter selected by Mosaic for the initial formation offering to agree to sell (and enter into an underwriting agreement with respect thereto) a specified number of shares of common stock in such offering where Cargill and the joint book-running underwriter selected by Cargill for the initial formation offering are willing at such time to sell (and enter into an underwriting agreement with respect thereto) such specified number of shares of common stock in such offering.

In addition, the merger and distribution agreement provides that if the merger and distribution agreement is terminated under circumstances in which Cargill would be required to pay a termination fee as described above, then, prior to the 6-month anniversary of the date of such termination, Cargill will not, and will cause its subsidiaries to not, transfer shares of Mosaic common stock constituting 35% or more of the then outstanding shares of Mosaic common stock. However, the restriction set forth in this paragraph will not apply with respect to such transaction(s) if the holders of all of the shares of Mosaic common stock (other than Cargill and its subsidiaries) will be provided with the opportunity to (i) transfer shares of Mosaic common stock, in the aggregate, in the same proportion to the number of shares of Mosaic common stock to be transferred by Cargill and/or its subsidiaries in such transaction(s) and (ii) to receive consideration that is no less favorable on a per share basis than the consideration to be received by Cargill and its subsidiaries for their shares of Mosaic common stock in such transaction(s).

Expenses

Whether or not any of the transactions are completed, all legal and other costs and expenses incurred in connection with, arising out of, or relating to the merger and distribution agreement or the other transaction documents will be paid by the person incurring such costs and expenses, but subject to Cargill’s reimbursement obligations described below.

In the event that 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 all customary and reasonable documented out-of-pocket fees and expenses incurred by Mosaic in connection with the negotiation and execution by Mosaic of the transaction documents and the performance by Mosaic of its obligations under such documents required to be performed through (and including) the completion of the initial formation offering.

THE REGISTRATION AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the registration agreement. The following is a summary of the material terms of the registration agreement, a copy of which is attached as Annex D and incorporated herein. This summary does not contain, and is qualified by, all of the terms of the registration agreement. All Mosaic stockholders are urged to read carefully the registration agreement in its entirety. The following summary and any other description of the registration agreement herein does not constitute an offer of any securities for sale or any solicitation of an offer to buy any securities.

Under the terms of the registration agreement, Mosaic generally has agreed, among other things, to conduct registered secondary public offerings and otherwise facilitate the sale by the MAC Trusts, Cargill and exchanging Cargill debt holders of approximately 157,000,000 shares of Mosaic common stock during the first fifteen months following the closing. Below is a description of certain key terms of, and the transactions contemplated by, the registration agreement.

Formation Offerings

Initial Formation Offering

Mosaic and GNS have agreed to take all actions necessary on the part of Mosaic and GNS to cause the initial formation offering to be completed on the closing date after completion of the split-off and the initial debt exchange, in which the shares of common stock to be received by the exchanging Cargill debt holders in the initial debt exchange and shares of common stock to be received by the MAC Trusts in the split-off are expected to be sold.

In this offering, the MAC Trusts will be permitted to sell 7,500,000 shares of common stock. In addition, exchanging Cargill debt holders will be permitted to sell an amount of shares of common stock as determined by Cargill, but no more than that number of shares that, when added to the 7,500,000 shares to be sold by the MAC Trusts, would equal the maximum number of shares of common stock to be sold in this offering. The maximum number of shares of common stock to be sold in this offering will be jointly determined by the book-running managing underwriters selected by Mosaic and Cargill in consultation with the book-running managing underwriter selected by the MAC Trusts. If the sum of the 7,500,000 shares to be sold by the MAC Trusts plus the number of shares to be sold by the exchanging Cargill debt holders is less than such maximum sale number for this offering, then, subject to certain restrictions and limitations, the MAC Trusts will be permitted to include additional shares of common stock in this offering up to such maximum sale number.

Second Formation Offering

Unless a compelling reason (as defined below) has occurred and continues to exist, Mosaic and GNS have agreed to take all actions necessary to cause an underwritten secondary offering (which is referred to as the “second formation offering”) to be consummated during the 90-day period beginning on the first date after the expiration of the underwriters’ lock-up period associated with the initial formation offering. The exact timing of this offering during such 90-day period will be determined in good faith by Mosaic (in consultation with the joint book-running managing underwriters selected by Cargill, Mosaic and the MAC Trusts) based on market conditions, and in consultation with Cargill, if Cargill desires to effect a follow-on debt exchange in connection with this offering.

In this offering, the MAC Trusts will be permitted to sell 7,500,000 shares of common stock, subject to certain exceptions. In addition, exchanging Cargill debt holders and Cargill will be permitted to sell a number of shares of common stock as determined by Cargill, but no more than that number of shares that, when added to the number of shares being sold by the MAC Trusts as described above, would equal the maximum number of shares of common stock to be sold in this offering. The maximum number of shares of common stock to be sold in this offering will be jointly determined by the book-running managing underwriters selected by Mosaic and

Cargill in consultation with the book-running managing underwriter selected by the MAC Trusts. If such maximum sale number for this offering exceeds the number of securities being included in this offering as described above, the MAC Trusts will be permitted to include additional shares of common stock in this offering up to such excess.

Third Formation Offering

Unless a compelling reason has occurred and continues to exist or as otherwise specified below, Mosaic and GNS have agreed to take all actions necessary to cause an underwritten secondary offering (which is referred to as the “third formation offering”) to be consummated during the period beginning on the first date after the expiration of the underwriters’ lock-up period associated with the second formation offering and ending on the earlier of (a) the fifteen month anniversary of the closing date and (b) the 60^th day (or, at the election of the MAC Trusts, up to the 90^th day) after the expiration of the underwriters’ lock-up period associated with the second formation offering.

The exact timing of this offering will be determined in good faith by Mosaic (in consultation with the joint book-running managing underwriters selected by Mosaic, Cargill (if Cargill participates in this offering) and the MAC Trusts (if the MAC Trusts participate in this offering) based on market conditions, and in consultation with Cargill if Cargill desires to effect a follow-on debt exchange in connection with this offering. Mosaic shall not, however, without the consent of Cargill and the MAC Trusts, effect this offering if (a) the MAC Trusts have less than 9,500,000 shares of common stock entitled to be sold in this offering, (b) the MAC Trusts have delivered to Mosaic a written request that no third formation offering be consummated and (c) Cargill then holds no shares entitled to be sold in the formation offerings or Cargill shall have waived its right to participate in such offering.

In this offering, the MAC Trusts will be permitted to sell a number of shares of common stock equal to 49,500,000, less the aggregate number of shares of Mosaic that the MAC Trusts sold or were entitled to sell (not including any consent shares) prior to the third formation offering. The MAC Trusts may also be permitted to sell a number of consent shares, but no more than that number of shares that, when added to the number of shares of common stock to be sold by the MAC Trusts as described above, would equal the maximum number of shares of common stock to be sold in this offering. The maximum number of shares of common stock to be sold in this offering will be jointly determined by the book-running managing underwriters selected by Mosaic and the MAC Trusts (or if the MAC Trusts do not select such underwriter, Cargill).

In addition, if such maximum sale number for this offering exceeds the number of securities being included in such offering by the MAC Trusts as described above, exchanging Cargill debt holders and Cargill will be permitted to sell a number of shares of common stock determined by Cargill up to such excess. In addition, subject to certain restrictions and limitations, it is possible that Mosaic may sell shares of common stock for its own account or for the account of any other person in this offering.

Fourth Formation Offering

Following the completion of the third formation offering (if any), if the MAC Trusts have not yet been entitled to sell at least 40,000,000 shares of Mosaic common stock (excluding any consent shares not yet sold by the MAC Trusts), then the MAC Trusts may be permitted to request that Mosaic (absent a compelling reason) cause an underwritten secondary offering (which is referred to as the “fourth formation offering”) to be consummated during the period beginning on the first date after the expiration of the underwriters’ lock-up period associated with the third formation offering and ending on the earlier of (a) the fifteen month anniversary of the closing date and (b) the 60^th day after the expiration of the underwriters’ lock-up period associated with the third formation offering.

The exact timing of this offering will be determined in good faith by Mosaic based on market conditions.

For purposes of the registration agreement, a “compelling reason” shall exist, with respect to the obligations of GNS and Mosaic in connection with any of the second formation offering, third formation offering or fourth formation offering, as applicable, if: (i) (x) compliance with such obligations in connection with such offering

would require GNS or Mosaic to violate the Securities Act, the Exchange Act or any other material securities Law (which is referred to as a “legal conflict”) or (y) a force majeure event shall have occurred that makes compliance with such obligations with respect to such offering impossible; provided that such legal conflict or force majeure event shall be deemed to exist with respect to such offering only so long as such legal conflict exists or such force majeure event continues to make compliance with such obligation impossible, as the case may be, and, in each case, GNS and Mosaic shall seek (including by taking all actions and doing all things reasonably necessary) to eliminate as promptly as practicable such legal conflict or force majeure event, as the case may be; or (ii) at any time during which, with respect to the second formation offering and the third formation offering, the joint book-running underwriters selected by Mosaic, Cargill and the MAC Trusts, and with respect to the fourth formation offering, the joint book-running underwriters selected by Mosaic and the MAC Trusts, agree in their good faith judgment that it is impractical to proceed with such offering at such time.

Market Sales; Private Sales

If the MAC Trusts have not yet been entitled to sell at least 49,500,000 shares of Mosaic common stock (excluding any consent shares not yet sold by the MAC Trusts) and any of the following circumstances exist:

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the second formation offering has been completed and Mosaic will not conduct a third formation offering under the circumstances described above;

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the third formation offering has been completed and the MAC Trusts either have not requested a fourth formation offering or are not permitted to do so; or

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the fourth formation offering has been completed;

then in such applicable case, the MAC Trusts will have the right to request that Mosaic maintain a shelf registration statement for the sale of common stock issuable upon conversion of class A common stock, series A-4 and consent shares held by the MAC Trusts from the date upon which the applicable underwriters’ lock-up period expires until the twenty-four month anniversary of the closing date in open market transactions on the NYSE or other principal trading market of Mosaic common stock pursuant to brokerage transactions and not involving an underwriting (such sales are referred to as “market sales”).

Under similar conditions described in the paragraph above, the MAC Trusts will be entitled to sell common stock issuable upon conversion of class A common stock, series A-4 and consent shares held by the MAC Trusts from the date upon which the applicable underwriters’ lock-up expires in “private sales,” as long as such sales will be in accordance with applicable securities laws and the governance agreement, will not involve a public offering for cash or an underwriting and either will be made in open market transactions on the NYSE or other principal trading market of Mosaic common stock pursuant to brokerage transactions or will involve a negotiation with the potential acquirers regarding terms of the acquisition.

If the continued sales by the MAC Trusts pursuant to the shelf registration statement described above would at any time require Mosaic to make an adverse disclosure (as defined in the registration agreement), Mosaic may, by giving written notice to the MAC Trusts, require the MAC Trusts to suspend market sales and private sales; provided, that Mosaic will not be permitted to require a sale suspension:

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more than two times during any 12-month period; or

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for a period exceeding 45 consecutive days on any one occasion.

The MAC Trusts agree not to effect any market sales or private sales or make any other offer to sell the shares of Mosaic that they otherwise would be entitled to sell during any sale suspension period described above. Mosaic has agreed to notify the MAC Trusts upon the termination of any such sale suspension.

S&P 500 Index Inclusion Offering

If Mosaic is invited to be included in the S&P 500 Index, Mosaic may, at its election, conduct an underwritten public offering of shares of common stock substantially contemporaneously with the effective time

of such inclusion that is directed exclusively or primarily at index funds whose portfolios are primarily based on the S&P 500 Index. The consummation of any such “S&P 500 Index inclusion offering” will not relieve Mosaic from effecting the other offerings described in this proxy statement/prospectus and in the registration agreement.

The procedures for determining the exact timing of, and the order of priority for the inclusion of shares in, any S&P 500 Index inclusion offering are set forth in the registration agreement. In addition, Mosaic will not effect the S&P 500 Index inclusion offering:

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after the third formation offering without the prior consent of the MAC Trusts;

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later than the 15-month anniversary of the closing date;

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without the consent of Cargill and the MAC Trusts if the underwriters’ lock-up associated with the S&P 500 Index inclusion offering would reasonably be expected to prevent the completion of the second formation offering within the time prescribed by the registration agreement; or

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without the consent of the MAC Trusts if the underwriters’ lock-up associated with the S&P 500 Index inclusion offering would reasonably be expected to prevent the completion of the third formation offering within the time prescribed by the registration agreement.

Mosaic will in good faith determine the maximum number of shares that may be sold in the S&P 500 Index inclusion offering (if any) in consultation with Cargill (if Cargill then holds shares of Mosaic common stock) and the MAC Trusts.

Released Share Offerings

Following the two-year anniversary of the split-off, the MAC Trusts will have the right to request that Mosaic effect an underwritten secondary offering (which is referred to as a “released share offering”) of common stock pursuant to a registration statement by making such a request during the “demand period” applicable to each “lock-up release date.” The demand period is generally the 30-day period beginning on the date that is six months prior to the first lock-up release date, the second lock-up release date and the third lock-up release date, as applicable. No demand may be made, however, until at least 12 months after the closing of the last formation offering (or the S&P 500 Index inclusion offering) or, if applicable, 12 months following another underwritten public offering effected by Mosaic after the last of the formation offerings (or S&P 500 Index inclusion offering). If the MAC Trusts do not request a released share offering during any demand period, Mosaic will have the right to effect a released share offering in accordance with the registration agreement.

The “lock-up release dates” are as follows:

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“first lock-up release date”: the first day after the 30-month anniversary of the split-off.

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“second lock-up release date”: the first day after the 42-month anniversary of the split-off.

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“third lock-up release date”: the first day after the 54-month anniversary of the split-off.

The exact timing of any released share offering will be determined by Mosaic in good faith after receiving a request for, or in the absence of such request, its own election to effect, a released share offering but no later than one month prior to the next applicable lock-up release date following the applicable demand period.

The MAC Trusts and the other exchanging Cargill stockholders will have the right to participate in each of the released share offerings.

Mosaic will not be obligated to conduct a released share offering if the aggregate number of shares of common stock requested to be sold in such offering will be less than 9,500,000 shares unless such request includes all remaining shares of Mosaic entitled to be included in such released share offering.

Mosaic may also be required, under specified circumstances set forth in the registration agreement, to maintain a “shelf” registration statement under which exchanging Cargill stockholders may sell shares of Mosaic common stock then held by such stockholders and not otherwise subject to any lock-up restrictions.

Restrictions on Equity Issuances, Share Repurchases

The registration agreement provides that during the period beginning on the closing date and ending upon the later of (x) such time as the MAC Trusts have transferred 49,500,000 shares of Mosaic stock and (y) the consummation of the second formation offering, but no later than the second anniversary of the closing date, neither Mosaic nor any of its subsidiaries may, directly or indirectly:

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issue, authorize for issuance, transfer or otherwise dispose of, or register for issuance, sale, transfer or other disposition, announce an intention to issue, sell, transfer or otherwise dispose of, contract or offer to issue, sell, transfer or otherwise dispose of, or grant any option, right or warrant to purchase, or any other right to acquire:

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any shares of capital stock of GNS, Mosaic or any successor entity to GNS or Mosaic;

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any options or other securities convertible, exchangeable or redeemable for, any shares of capital stock of GNS, Mosaic or any successor entity to GNS or Mosaic; or

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any other security or right that may entitle its holder to vote, or participate with respect to dividends or upon liquidation of GNS, Mosaic or any successor entity to GNS or Mosaic (the securities described in clauses (A), (B) and (C) are referred to as “equity securities”); or

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issue, authorize for issuance, transfer or otherwise dispose of, offer or enter into any swap, derivative or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic risks or consequence of ownership of shares of any equity securities, whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

However, the prohibitions described above will not prohibit the following transactions (in each case, subject to the terms of the tax agreement):

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the consummation of the merger pursuant to the terms of the merger and distribution agreement;

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grants or issuances of equity compensation in the ordinary course pursuant to any employee or director stock plan or other employee or director benefit plan arrangement or employment contract;

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the registration, sale, and offering of Mosaic securities pursuant to the registration agreement, as described above;

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the granting by Mosaic of registration rights to exchanging Cargill debt holders pursuant to the debt exchange agreements; and the registration, offering and sale of Mosaic stock transferred to any exchanging Cargill debt holder in the debt exchanges in accordance with the terms of the applicable debt exchange agreements;

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the issuance of any shares of common stock and/or class A common stock upon conversion of any shares of class A common stock or class B common stock transferred by Cargill to the exchanging Cargill stockholders or the MAC Trusts pursuant to the split-off; or

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one or more otherwise prohibited primary equity issuances for the account of Mosaic, if and to the extent that the Mosaic board of directors reasonably determines in good faith, after consultation with its financial advisor, evidenced by an officer’s certificate delivered to the MAC Trusts and, prior to the second formation offering, Cargill, that (A) Mosaic requires capital in order to fund its ongoing operations and/or capital expenditure programs and (B) it is advisable for Mosaic to raise such capital through one or more of such primary equity issuances;

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any primary equity issuance that the MAC Trusts and, at any time prior to the second formation offering, Cargill, shall have consented to in writing (such consents not to be unreasonably withheld or delayed);

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issuances by a wholly-owned subsidiary of Mosaic of its capital stock to its parent or to another wholly-owned subsidiary of Mosaic; or

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issuances of equity securities or shares of common stock in accordance with any shareholder rights agreement of Mosaic.

Additionally, absent Mosaic receiving a waiver from Cargill and the MAC Trusts, the registration agreement provides that during the period beginning on the date the registration agreement was executed and ending on the first lock-up release date, Mosaic shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, purchase or acquire any equity securities other than purchases by Mosaic (in each case subject to the tax agreement):

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of shares of Mosaic common stock in the ordinary course in connection with the exercise or vesting of any equity-based awards under any employee or director stock plan or other employee or director benefit plan arrangement (including in order to pay taxes or satisfy withholding obligations in respect of such taxes in connection with any such exercise or vesting);

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from the MAC Trusts at any time and from time to time in an amount not to exceed 49,500,000 shares less the number of shares of Mosaic stock previously transferred by the MAC Trusts (subject to specified exceptions); and

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pursuant to any self tender offer by Mosaic for shares of Mosaic stock commenced on or after the twenty-four month anniversary of the closing date if, treating all series and classes of Mosaic stock as one class of securities for this purpose, such self tender offer would comply with the terms and provisions of Rule 13e-4 promulgated under the Exchange Act (whether or not such terms and provisions are otherwise applicable).

Limitations on Registration

During the first two years following the closing date, Mosaic will not be obligated to register any shares of common stock for the formation offerings and other offerings described above in the aggregate in excess of the sum of (x) 49,500,000 plus (y) the total number of Cargill retained shares (which is expected to be approximately 107,000,000 shares of Mosaic common stock).

Mosaic has agreed not to initiate or effect, or participate in, any public offering for cash in a transaction involving an underwriting of shares of Mosaic stock or other equity securities (i) for a period of twelve months beginning on the later of the closing of the last formation offering and any S&P 500 Index inclusion offering (or after the closing of all sales of shares pursuant to any overallotment option granted to underwriters in connection with such formation offering or S&P 500 Index inclusion offering) and (ii) if Mosaic effects a public offering or underwriting pursuant to the following proviso, for a period of twelve months beginning on the closing of any such public offering or underwriting (or after the closing of all sales of shares pursuant to any overallotment option granted to underwriters in connection therewith); provided, that the foregoing shall not prohibit, subject to the terms of the tax agreement, one or more public offerings or underwritings of shares of Mosaic stock or other equity securities for the account of Mosaic, if and to the extent that the Mosaic board of directors reasonably determines in good faith, after consultation with its financial advisor, evidenced by an officer’s certificate delivered to the MAC Trusts and Cargill, that (A) Mosaic requires additional capital in order to fund its ongoing operations and/or capital expenditure programs and (B) it is necessary (after in good faith considering and taking into account other alternatives available to Mosaic to raise such capital and the possible negative implications that raising such capital through such public offering or underwriting could have on the ability to timely conduct the first released share offering) for Mosaic to raise such capital through such public offerings or underwritings.

Indemnification

The registration agreement provides that GNS and Mosaic will indemnify Cargill, the MAC Trusts, each holder of shares of Mosaic to be sold pursuant to the registration agreement and their respective directors, officers, fiduciaries, employees, stockholders, members or general or limited partners (and each person, if any, who controls Cargill, the MAC Trusts or such other holder) from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings and expenses to which such party being indemnified may become subject under the Securities Act or otherwise, which arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, any registration statement and other documents filed with the SEC pursuant to the registration agreement, subject to certain exceptions.

In addition, subject to certain exceptions, each holder of shares of Mosaic stock included in any formation offering, S&P 500 Index inclusion offering or released share offering will indemnify GNS and Mosaic and their respective directors, officers, fiduciaries, employees, stockholders, members or general or limited partners, each person controlling GNS and/or Mosaic and other holders of shares of Mosaic being sold in such offering with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, the applicable registration statements and other documents filed pursuant to the registration agreement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written instructions furnished specifically for use in connection with the preparation of such registration statement or other document to Mosaic or any of their representatives by or on behalf of such holders of shares of Mosaic being sold in such offering pursuant to the registration agreement.

OTHER TRANSACTION AGREEMENTS

Governance Agreement

This section of the proxy statement/prospectus describes the material terms of the governance agreement. The following is a summary of the material terms of the governance agreement, a copy of which is attached as Annex E and incorporated herein. This summary does not contain, and is qualified by, all of the terms of the governance agreement. All Mosaic stockholders are urged to read carefully the governance agreement in its entirety.

Mosaic, GNS, the MAC Trusts and certain other exchanging Cargill stockholders have entered into a governance agreement (the “governance agreement”). As a condition to the Mosaic parties’ obligation to complete the merger, each exchanging stockholder who, to Cargill’s knowledge at the time of closing is reasonably expected to, or is part of a group of stockholders reasonably expected to, beneficially own 5% or more of the voting power of Mosaic for the election of directors immediately following the split-off (such stockholder is referred to as a “significant stockholder”), must be a party to the governance agreement.

Pursuant to the governance agreement, each significant stockholder has agreed not to “transfer” (which is broadly defined in the governance agreement) any voting securities of Mosaic beneficially owned by such significant stockholder for two years following the closing date, except that the following transfers will be generally allowed:

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transfers with the prior written consent of Mosaic;

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transfers that are “permitted transfers” under the post-merger restated certificate of incorporation of Mosaic (which includes transfers relating to payment of estate taxes, intra-family matters, death, bankruptcy-related matters and satisfaction of annual distribution requirements applicable to certain charitable organizations);

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transfers that the MAC Trusts are allowed to engage in under the registration agreement (such as the formations offerings or private sales by the MAC Trusts), provided that in the case of private sales (i) the transfer cannot be made to companies or other persons whose primary business is in the agribusiness sector or in the business of mining or who are significant customers of Mosaic (which are referred to as “prohibited persons”) and (ii) the transferee in a transfer that will make such transferee a beneficial owner of 5% or more of the voting power for the election for the Mosaic board of directors will need to agree to be bound by the governance agreement; or

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transfers pursuant to business combination or similar transaction approved by the Mosaic board of directors.

In addition, the governance agreement provides that after the two-year anniversary of the closing of the merger, a significant stockholder can only make the following specified transfers:

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transfers with the prior written consent of Mosaic;

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transfers that are “permitted transfers” under the post-merger restated certificate of incorporation of Mosaic (as discussed above);

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transfers pursuant to a business combination or similar transaction approved by the Mosaic board of directors;

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transfers in open market transactions of common stock on the NYSE (or other market in which the common stock principally trades);

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transfers that are allowed under the registration agreement (such as the released share offerings and sales pursuant to a shelf registration statement); or

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a transfer that is a “permitted private transfer,” which is a transfer to any person other than a prohibited person of (i) shares not yet released from their applicable lock-up restrictions so long as such transfer represents more than 5% of the total voting power for the election of the Mosaic board of directors and is made to a transferee who agrees to be bound by the governance agreement, or (ii) shares released from their applicable lock-up restrictions to a transferee who either will not, after giving effect to the transfer, beneficially own 5% of more of the total voting power for the election of the Mosaic board of directors or will agree to be bound by the governance agreement.

The transfer restrictions imposed by the governance agreement cease to apply to a significant stockholder once such stockholder, together with certain of such stockholder’s permitted transferees, beneficially owns less than 5% of the total voting power for the election of the Mosaic board of directors.

Pursuant to the governance agreement, each significant stockholder is to be generally subject to standstill restrictions until the earlier of the fifth anniversary of the closing of the merger and the date such stockholder, together with certain of such stockholder’s permitted transferees, beneficially owns less than 5% of the total voting power for the election of the Mosaic board directors, including restrictions against:

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acquiring any additional shares of Mosaic stock (subject to specified exceptions);

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acquiring or seeking or proposing to acquire, by tender offer, merger, restructuring or other extraordinary transaction, a material portion of Mosaic’s business or all or substantially all of Mosaic’s assets, or engaging in any such a transaction involving Mosaic;

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seeking to affect control of the management of Mosaic, including by running a proxy contest, by publicly announcing such intention, or through filings with any governmental entity;

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calling a stockholders meeting or proposing any director nominations or other matters to be voted on by Mosaic stockholders; or

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taking any actions or entering into any discussions inconsistent with the foregoing.

In addition, each significant stockholder has agreed that, until the earlier of the third anniversary of the closing of the merger and the date on which such stockholder, together with certain of such stockholder’s permitted transferees, beneficially owns less than 10% of the total voting power for the election of the Mosaic board of directors, such stockholder will, among other things, vote its shares of Mosaic stock (other than with respect to the election of directors and with respect to a proposal to convert the class B common stock into class A common stock or common stock (or a combination thereof)) at all meetings of the Mosaic stockholders in accordance with Mosaic’s board of directors’ recommendation with respect to each matter, so long as holders of a majority of the voting securities owned by all holders other than the significant stockholders who have submitted proxies to Mosaic in respect of such meeting have authorized their securities represented by such proxies to be voted in accordance with Mosaic’s board of directors’ recommendation on such matter.

Tax Agreement

This section of the proxy statement/prospectus describes the material terms of the tax agreement. The tax agreement provides for certain tax related representations and indemnifications relating to the tax-free nature of the merger and split-off. The following is a summary of the material terms of the tax agreement, a copy of which is attached as Annex F and incorporated herein. This summary does not contain, and is qualified by, all of the terms of the tax agreement. All Mosaic stockholders are urged to read carefully the tax agreement in its entirety.

Mosaic, GNS and Cargill entered into the tax agreement in order to provide for certain tax-related obligations and indemnifications with respect to the transactions described in this proxy statement/prospectus. The tax agreement contains representations made by Mosaic and GNS that relate to the tax treatment of the transactions. It also provides for certain restrictions on the Company’s (and its subsidiaries’) actions following the split-off, including agreed-upon limitations on the number of shares that the Company may issue, redeem, or give its consent to transfer.

Under the tax agreement, Mosaic and GNS have agreed to indemnify Cargill and its subsidiaries for taxes and tax-related losses imposed on Cargill and its subsidiaries that are attributable to, arise out of or result from the split-off and/or debt exchanges failing for certain reasons to qualify as tax-free, if the taxes and related losses are attributable to, arise out of or result from (i) GNS or Mosaic having engaged in certain “prohibited acts,” generally during the two-year period following the split-off or (ii) any breach or inaccuracy of any representation, warranty or covenant made by Mosaic or GNS in the tax agreement. Generally speaking, a “prohibited act” under the tax agreement consists of any of the following actions of the Company or its subsidiaries:

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entering into, or being a party to any agreement, understanding, arrangement or substantial negotiations (as defined in Treasury Regulations promulgated under Section 355(e)) pursuant to which any person would, directly or indirectly, acquire, increase or have the right to acquire or increase such person’s ownership interest (by vote or value) in Mosaic or GNS; provided that (1) acquisitions contemplated by the transaction documents (including the formation offerings), and (2) equity issuances, redemptions (from the MAC Trusts or in connection with the exercise or vesting of equity-based awards) and approvals of transfers within an agreed-upon “basket,” will not constitute “prohibited acts”;

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approving or recommending a third-party tender offer or exchange offer for Company stock, or causing or permitting any merger, reorganization, combination or consolidation of Mosaic or GNS with or into any person, including any liquidation or partial liquidation of Mosaic or GNS;

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taking any action that would cause any share of GNS held by Mosaic following the merger not to be considered outstanding for United States federal income tax purposes;

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subdividing or combining the outstanding shares of Company stock (other than, generally, conversions provided for in the post-merger restated certificate of incorporation of the Company);

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causing or permitting Mosaic or GNS to be treated as other than a corporation for United States federal income tax purposes;

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causing the Company’s “separate affiliated group” (as defined in section 355(b) of the Code) to fail to be engaged in the fertilizer business;

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reclassifying, exchanging or converting any shares of Company stock into another class or series of Company stock (other than, generally, conversions provided for in the post-merger restated certificate of incorporation of the Company);

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amending, altering or changing the voting rights of any shares of Company stock (other than a conversion of class B common stock to either class A common stock or common stock (or a combination thereof) upon the receipt of stockholder approval, as described herein);

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initiating, effecting or participating in the first of the “released share offerings” described herein until twelve months have elapsed since the last formation offering (or, if later, any other “public offering” (as defined in the Treasury Regulations promulgated under Section 355(e))) conducted by the Company;

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other than with respect to shares of Company stock being sold in transactions contemplated by the transaction documents, or any actions in connection therewith, knowingly facilitating the acquisition of Company stock by any person or coordinating group (as defined in Treasury Regulation §1.355-7(h)(4)) (other than Cargill and its subsidiaries) including by furnishing any material, non-public information concerning any Mosaic party to any such person or coordinating group, if, to the knowledge of Mosaic, such acquisition would result in any person or coordinating group beneficially owning, directly or indirectly, 10% or more of the outstanding shares of Company common stock;

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other than with respect to shares of Company stock being sold in transactions contemplated by the transaction documents, or any actions in connection therewith, knowingly facilitating the participation in management or operation of the Company (including by becoming a director of the Company) by a person or coordinating group (as defined in Treasury Regulation §1.355-7(h)(4)) (other than Cargill and its subsidiaries) who, to the knowledge of Mosaic, beneficially owns, directly or indirectly 5% or more of the outstanding shares of Company common stock; and

• electing to treat Merger Sub as a corporation for United States federal income tax purposes.

The redemptions and equity issuances that may be undertaken within the “basket” described under the first bullet-point above are also restricted as described under the heading “The Registration Agreement—Restrictions on Equity Issuances, Share Repurchases.”

Under the tax agreement, any of these “prohibited acts” may be undertaken by the Company if it receives an opinion, satisfactory to Cargill, that such action(s) will not result in the split-off or the debt exchanges being treated as taxable transactions. However, the receipt of any such opinion does not relieve Mosaic of its indemnification obligations under the tax agreement.

The tax agreement also provides the parties’ rights to participate in and control a tax audit of the transactions. Any tax controversy relating to the transactions described herein will be conducted and controlled by the party in whose tax return the controversy arises. The other party would have the right to jointly participate in the tax controversy at its own expense. The party controlling the tax controversy may not agree to pay or settle a tax controversy without the other party’s consent, which shall not be unreasonably withheld or delayed.

Registration Rights Agreement

This section of the proxy statement/prospectus describes the material terms of the registration rights agreement. The following is a summary of the material terms of the registration rights agreement, a copy of which is attached as Annex G and incorporated herein. This summary does not contain, and is qualified by, all of the terms of the registration rights agreement. All Mosaic stockholders are urged to read carefully the registration rights agreement in its entirety.

GNS and the MAC Trusts entered into a registration rights agreement. The registration rights agreement generally provides that, following 180 days after the four-and-a-half year anniversary of the split-off, the MAC Trusts would have two rights to request that Mosaic file a registration statement under the Securities Act, pursuant to which the MAC Trusts could sell any remaining shares of Mosaic that the MAC Trusts received in the split-off and did not otherwise dispose of prior to the request being made.

In addition, the registration rights agreement provides the MAC Trusts will be generally entitled to certain “piggyback” rights following 180 days after the four-and-a-half year anniversary of the split-off if Mosaic proposes to register any of its equity securities under the Securities Act (other than pursuant to a demand registration described above, registrations related solely to employee benefit plans or a transaction under Rule 145 of the Securities Act).

OTHER ARRANGEMENTS AND RELATIONSHIPS BETWEEN MOSAIC AND CARGILL

Mosaic was formed in 2004 through the business combination of IMC Global Inc. and the fertilizer businesses of Cargill. 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. Such transactions and agreements include service arrangements, supply agreements, ocean transportations agreements, barter arrangements, office sharing or subleasing arrangements, and various other non-significant arrangements. Mosaic and its subsidiaries also entered into various transactions and agreements with Cargill and its subsidiaries in connection with the 2004 business combination, certain of which remain in effect. These transactions and agreements are described in Mosaic’s annual, quarterly and current reports and proxy statements filed with the SEC that are incorporated by reference in this proxy statement/prospectus as described under the heading “Where You Can Find More Information.”

DESCRIPTION OF CAPITAL STOCK FOLLOWING THE CLOSING

The following summary is a description of the material terms of Mosaic’s capital stock following the effective time of the merger (and the name change of GNS to Mosaic as described elsewhere in this proxy statement/prospectus) and is not meant to be complete and is qualified by reference to the applicable provisions of the DGCL, the post-merger restated certificate of incorporation of Mosaic (a form of which is attached as Annex B and incorporated herein) and the post-merger restated bylaws of Mosaic (a form of which is attached as Annex C and incorporated herein). This summary does not contain, and is qualified by, all of the terms of the form of the post-merger restated certificate of incorporation of Mosaic and the form of the post-merger restated bylaws of Mosaic. All Mosaic stockholders are urged to read carefully the form of the post-merger restated certificate of incorporation of Mosaic and the form of the post-merger restated bylaws of Mosaic in their entirety.

Equity Capitalization of Mosaic Following the Effective Time of the Merger

The [—] shares of authorized capital stock of Mosaic will be divided between:

•

[—] shares of common stock;

•

[—] shares of class A common stock; of which,

•

[—] shall be designated class A common stock, series A-1 (“series A-1 stock”),

•

[—] shall be designated class A common stock, series A-2 (“series A-2 stock”),

•

[—] shall be designated class A common stock, series A-3 (“series A-3 stock”), and

•

[—] shall be designated class A common stock, series A-4 (“series A-4 stock”);

•

[—] shares of class B common stock; of which,

•

[—] shall be designated class B common stock, series B-1 (“series B-1 stock”),

•

[—] shall be designated class B common stock, series B-2 (“series B-2 stock”), and

•

[—] shall be designated class B common stock, series B-3 (“series B-3 stock”); and

•

15,000,000 shares of preferred stock. The common stock, the class A common stock and the class B common stock are collectively referred to herein as “Mosaic stock.”

Common Stock, Class A Common Stock and Class B Common Stock

The common stock will have the same economic rights as the class A common stock and class B common stock (including with respect to dividends and other distributions), and will vote together as a single class except as described below under the heading “—Voting.” Each share of each series of class A common stock will be entitled to one vote with respect to all matters to which holders of class A common stock will be entitled to vote. Each share of each series of class B common stock will be entitled to ten votes with respect to the election of directors and one vote with respect to all other matters to which holders of class B common stock will be entitled to vote. The common stock will be entitled to one vote with respect to all matters to which holders of common stock will be entitled to vote. The class A common stock and class B common stock will be subject to certain transfer restrictions as described under the heading “—Transfer Restrictions and Conversion Mechanics.”

There will be four series of class A common stock and three series of class B common stock to facilitate the transfer restrictions on these shares (see “—Transfer Restrictions and Conversion Mechanics”). Each series of class A common stock will be substantially identical to each other series of class A common stock in all respects other than the date of expiration of the transfer restrictions applicable to each series and the date on which each series will automatically convert into shares of common stock, as more fully described below. Each series of class B common stock shall be substantially identical to each other series of class B common stock in all respects other than the date of the expiration of the transfer restrictions applicable to each series, as more fully described below.

Holders of Mosaic stock will be generally entitled to dividends and other distributions in cash, securities or property out of funds legally available for that purpose as may be declared by the Mosaic board of directors. The Mosaic board of directors’ authority to declare dividends will be subject to the rights of any holders of preferred stock and the availability of sufficient funds under the DGCL to pay dividends.

The Mosaic stock will have no preemptive rights and no cumulative voting rights.

In the event of Mosaic’s liquidation, dissolution or winding up, the holders of the Mosaic stock will be entitled to receive, after payment in full of all amounts to which the holders of any then outstanding preferred stock may be entitled, the remaining assets to be distributed to the holders of the capital stock of Mosaic will be distributed ratably, on a share for share basis, among the holders of all classes and series of Mosaic stock.

Preferred Stock

The Mosaic board of directors will be authorized, subject to legal limitations and by certain provisions to be contained in the post-merger restated certificate of incorporation of Mosaic (as described below), from time to time, to provide for the issuance of shares of preferred stock in one or more series, and to prescribe the designation, powers, relative preferences and rights of the shares of each series and the qualifications, limitations, or restrictions of the shares of each series. This authorization will include the right to fix the designation of the series and the number of shares in it, dividend rates and rights, voting rights, conversion rights, redemption rights, sinking fund provisions, liquidation rights, and any other powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof.

It is expected that as of the effective time of the merger, there will be no shares of Mosaic preferred stock issued and outstanding.

Mosaic may be able to issue its preferred stock in ways which may delay, defer or prevent a change in control of Mosaic without further action by Mosaic’s stockholders and may adversely affect the voting and other rights of the holders of Mosaic common stock. The issuance of Mosaic preferred stock with voting and conversion rights may adversely affect the voting power of the holders of Mosaic common stock, including the loss of voting control to others.

Transfer Restrictions and Conversion Mechanics

The following is a summary of the transfer restrictions and conversion provisions applicable to each series of class A common stock and each series of class B common stock.

•

Transfer restrictions. Except as expressly will be permitted in the post-merger certificate of incorporation of Mosaic, class A common stock may not be transferred and class B common stock may not be transferred until the “lock-up” expiration date applicable to such shares. The lock-up expiration date applicable to the series B-1 stock is the 30-month anniversary of the split-off (the “first lock-up release date”), the lock-up expiration date applicable to the series B-2 stock is the 42-month anniversary of the split-off (the “second lock-up release date”) and the lock-up expiration date applicable to series B-3 stock, is the 54-month anniversary of the split-off (the “third lock-up release date”). As will be set forth in the post-merger certificate of incorporation of Mosaic, prior to the 24-month anniversary of the split-off, the Mosaic board of directors has the authority to waive or otherwise remove the transfer restrictions applicable to the series A-4 stock, or any other series of class A common stock held by the MAC Trusts so long as in either case transfers made by the MAC Trusts following any such waiver occur prior to the second anniversary of the split-off. Following the 24-month anniversary of the split-off, the Mosaic board of directors may waive or otherwise remove the transfer restrictions applicable to all or a number of shares of each series of class A common stock together with its corresponding series of class B common stock (together, a “combined series of stock”)

provided that, except in the case of a waiver or removal of the restrictions on transfer if required to permit transfers under the governance agreement, if the Mosaic board of directors waives or otherwise removes the restrictions with respect to less than all of any combined series of stock, the number of shares of such combined series of each holder in respect of which the restrictions are waived or otherwise removed will be in proportion to the percentage of shares of such combined series of stock for which the Mosaic board of directors is waiving or otherwise removing such restrictions. If the Mosaic board of directors waives or otherwise removes the restrictions applicable to any combined series of stock pursuant to the previous sentence for less than all of the shares of that combined series of stock held by any holder, the waiver or removal of restrictions will apply first to that holder’s class A common stock of the combined series and second to that holder’s shares of class B common stock (if any) of such combined series.

•

Conversion of class B common stock. If the Mosaic board of directors determines to submit to the stockholders of Mosaic, at a duly called meeting of stockholders, a proposal to effect a conversion of the shares of class B common stock, and this proposal is approved by the affirmative vote of the holders of a majority of the voting power of the shares of common stock, class A common stock and class B common stock entitled to vote and present in person or by proxy at the meeting, voting together as a single class, then each share of class B common stock will be converted, on a one-for-one basis in the manner described below. The approval by Mosaic’s stockholders as described in this paragraph is referred to as the “conversion approval.” If the conversion approval occurs before the first lock-up release date, each share of each series of class B common stock will be automatically converted into the corresponding series of class A common stock. If the conversion approval occurs on or after the first lock-up release date but before the second lock-up release date, each share of series B-1 stock will be automatically converted into one share of common stock, each share of series B-2 stock will be automatically converted into one share of series A-2 stock and each share of series B-3 stock will be automatically converted into one share of series A-3 stock. If the conversion approval occurs on or after the second lock-up release date but before the third lock-up release date, each share of series B-1 stock and each share of series B-2 stock will be automatically converted into one share of common stock and each share of series B-3 stock will be automatically converted into one share of series A-3 stock. If the conversion approval occurs on or after the third lock-up release date, each share of class B common stock will automatically be converted into one share of common stock. There is no binding commitment by the Mosaic board of directors to, and there can be no assurance that the Mosaic board of directors will, consider proposing a conversion or resolve to submit such a proposal to Mosaic’s stockholders. If submitted, there can be no assurance that Mosaic’s stockholders would approve such a conversion.

•

Conversion of series A-4 stock. Prior to the second anniversary of the split-off, each share of series A-4 stock will be automatically converted into common stock upon the sale of such share in a formation offering, in a market sale or in a private sale (as defined in “The Registration Agreement—Market Sales; Private Sales”). On the second anniversary of the split-off, each share of series A-4 stock still outstanding will convert automatically into one share of common stock.

•

Conversion of series A-1 stock, series A-2 stock and series A-3 stock. Each share of each of such series of series A-1 stock, series A-2 stock and series A-3 stock will be automatically converted into one share of common stock on the lock-up release date applicable to such series. In addition, and as discussed in the description of the registration agreement (please see the section entitled “The Registration Agreement—Released Share Offerings”), the holders of class A common stock may also be permitted to participate in the released share offerings, each of which will take place in connection with the lock-up release dates, as described above. To the extent each such stockholder is permitted to sell shares of common stock in such offerings (as determined by the provisions of the registration agreement), a number of shares of class A common stock held by each such holder equal to the amount of common stock permitted to be sold by each such stockholder shall be automatically converted into common stock and sold in the applicable released share offering. As a general matter, to the extent

there is capacity in each released share offering (as determined by the provisions of the registration agreement), each share of series A-1 stock will be converted and sold in the first released share offering, each share of series A-2 stock will be converted and sold in the second released share offering and each share of series A-3 stock will be converted and sold in the third released share offering. However, to the extent there is additional capacity in each of these offerings to sell more shares than would be converted in accordance with the previous sentence, shares of series A-3 will first be converted and sold in such offering, and if capacity still remains, shares of series A-2 stock will be converted and sold in such offering. Prior to the second anniversary of the split-off, the Mosaic board of directors may, in its sole discretion, convert any number of these shares automatically into common stock so long as such conversion occurs in connection with the sale of such shares in the formation offerings, a market sale or a private sale (as defined in section titled “The Registration Agreement—Market Sales; Private Sales”). Following the later of a conversion approval and the second anniversary of the split-off, the Mosaic board of directors may, in its sole discretion, convert any number of these shares automatically, at any time, into common stock so long as it does so ratably among all the holders of such stock.

•

Death conversion. As will be set forth in the post-merger restated certificate of incorporation of Mosaic, in the event an estate of a person who has died after January 18, 2011 is a holder of the class A common stock or in the event a grantor, settler or beneficiary of a trust that holds shares of class A common stock dies after January 18, 2011, such estate or trust may, without payment of additional consideration, convert shares of class A common stock held by such trust or estate, on a share-for-share basis, into shares of common stock under certain circumstances and conditions described in the post-merger restated certificate of incorporation of Mosaic.

Voting

Each share of each series of class A common stock will be entitled to one vote with respect to all matters to which holders of class A common stock will be entitled to vote. Each share of each series of class B common stock will be entitled to ten votes with respect to the election of directors of and one vote with respect to all other matters to which holders of class B common stock will entitled to vote. The common stock will be entitled to one vote with respect to all matters to which holders of common stock will be entitled to vote. The common stock, the class A common stock and class B common stock will vote together as a single class, except as provided below.

Notwithstanding the voting provisions described in the paragraph above, for so long as any shares of class A common stock or class B common stock are outstanding, Mosaic is generally prohibited from taking the following actions, without the requisite vote and/or the requisite votes (each, as defined below):

•

amending, altering or repealing the certificate of incorporation of Mosaic (including by merger, consolidation or otherwise) if such amendment would alter or change the powers, preferences, or relative, participating, optional or other special rights of the shares of class A common stock and/or class B common stock (or any series thereof), or the qualifications, limitations or restrictions with respect thereto, so as to affect them adversely;

•

establishing or issuing any series of preferred stock if the terms of such series of preferred stock would be violated or breached by or as a result of the conversion of the shares of class A common stock or class B common stock (or any series thereof), or the transfer of such shares;

•

issuing shares of class A common stock or class B common stock (or any series thereof), other than pursuant to the merger and other than issuances upon the conversion of series A-4 stock or class B common stock or upon a dividend or other distribution paid by Mosaic in such shares;

•

permitting any reorganization, consolidation, combination or merger of Mosaic unless the consideration to be received by each holder of a share of class A common stock or class B common stock is the same kind and amount as any holder of a share of common stock will receive;

•

permitting (including by its board of directors and subsidiaries) to make, agree to, approve or recommend any tender or exchange offer of any shares of common stock, class A common stock or class B common stock, unless such tender or exchange offer treats of series and classes of common stock, class A common stock and class B common stock as constituting one class of securities for such purpose;

•

subdividing or combining the outstanding shares of common stock, class A common stock or class B common stock (or any series thereof), unless the outstanding shares of the other such classes and series are proportionately subdivided or combined in the same manner; and

•

amending, altering or repealing the above described provisions in bullets one through six and the definitions in the paragraph below or adopting an inconsistent provision in the certificate of incorporation; provided that no vote required by the above described provisions in bullets one through six will be required for any action taken by Mosaic in connection with the implementation of a stockholder rights plan.

For purposes of this document, the term “requisite vote” and “requisite votes” shall mean, as applicable, in addition to any other or different vote required by applicable law, for purposes of any action described in bullets one through seven above, (1) the affirmative vote of holders of at least two-thirds of the voting power of the shares of all series of class A common stock and all series of class B common stock outstanding as of the record date therefor, voting together as a single class and (2) if any such action would affect a class or series of class A common stock and/or class B common stock, as applicable, less favorably, or more adversely, than it does any other class or series of class A common stock and/or class B common stock, the affirmative vote of holders of at least two-thirds of the voting power outstanding as of the record date therefor of the shares of the class or series less favorably or more adversely affected by such action voting as a separate class.

Certain Effects of Authorized but Unissued Stock

Authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public or private offerings to raise additional capital and for corporate acquisitions. Mosaic could also use additional shares to dilute the stock ownership of persons seeking to obtain control of Mosaic pursuant to the operation of the rights plan or otherwise. See also “Description of Capital Stock Following the Closing—Anti-Takeover Provisions in Certificate and Bylaws” below.

Anti-Takeover Provisions in Certificate and Bylaws

The DGCL contains and Mosaic’s post-merger restated certificate of incorporation and post-merger amended and restated bylaws will contain a number of provisions which may have the effect of discouraging transactions that involve an actual or threatened change of control of Mosaic. In addition, provisions of Mosaic’s post-merger restated certificate of incorporation and post-merger amended and restated bylaws may be deemed to have anti-takeover effects and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his, her or its best interest, including those attempts that might result in a premium over the market price of the shares held by Mosaic’s stockholders, which include the ability of the Mosaic board of directors to issue preferred stock without stockholder approval, the classification of the Mosaic board of directors into three classes and the prohibition on stockholder action by written consent.

Delaware Statutory Provisions

Mosaic is subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years from the date of the transaction in which the person became an interested stockholder, unless the interested stockholder attained this status with the approval of the board of directors or unless the business combination was approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years owned, 15% or more of the corporation’s voting stock. This statute could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to Mosaic and, accordingly, may discourage attempts to acquire Mosaic.

COMPARISON OF RIGHTS OF STOCKHOLDERS

This summary does not contain, and is qualified by, all of the terms of the form of the post-merger restated certificate of incorporation of Mosaic and the form of the post-merger restated bylaws of Mosaic. All Mosaic stockholders are urged to read carefully the form of the post-merger restated certificate of incorporation of Mosaic and the form of the post-merger restated bylaws of Mosaic in their entirety, both of which are included in this proxy statement/prospectus as Annexes B and C, respectively, and incorporated herein.

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. Thereafter, GNS will be renamed “The Mosaic Company” and the current Mosaic entity will be renamed “MOS Holdings Inc.”, as described elsewhere in this proxy statement/prospectus. All of the shares of GNS 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 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 class B common stock (including with respect to dividends and voting on matters other than the election of directors), and will vote together as a single class, except that the class A common stock and class B common stock will be subject to certain transfer restrictions, may be convertible into common stock and will have certain class voting rights, each as more fully described under the heading “Description of Capital Stock Following the Closing.” 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 ensure the orderly introduction of the shares exchanged by Cargill with its stockholders and certain of its debt holders in the split-off into the trading market. Other than these differences, each class of post-merger Mosaic stock will be substantially similar to the current Mosaic common stock. Please see the section entitled “Description of GNS’s Capital Stock Following the Closing” and the form of the post-merger restated certificate of incorporation of Mosaic (attached as Annex B and incorporated herein).

In addition, the bylaws of Mosaic (a form of which is attached as Annex C and incorporated herein) 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.

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. In the merger and distribution agreement, each of Mosaic and GNS has agreed to prepare and file, and to use reasonable best efforts to have approved prior to the closing date of the merger, an application for the listing on the NYSE of the common stock to be issued pursuant to the merger and the common stock issuable upon conversion of the class A common stock and the class B common stock to be issued in the merger, in each case subject to official notice of issuance. The class A common stock and class B common stock will not be listed on any securities exchange.

The foregoing discussion is a summary of the rights of Mosaic stockholders that will be applicable to such stockholders following the merger. While this summary includes the material differences of the rights of stockholders of Mosaic before and after the merger, this summary may not contain all of the information that is important to you. You are urged to carefully read this entire proxy statement/prospectus, the relevant provisions of the DGCL and the other governing documents referred in this proxy statement/prospectus for a more complete understanding of the differences between being a stockholder of Mosaic before and after the merger and the related transactions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of Securities by Directors and Executive Officers

The following table shows the number of shares of common stock owned beneficially, as of January 31, 2011, by (1) each director of Mosaic, (2) each executive officer of Mosaic named in the Summary Compensation Table in Mosaic’s 2010 Definitive Proxy Statement on Schedule 14A filed with the SEC on August 24, 2010, and (3) all of Mosaic’s directors and executive officers as a group. Unless otherwise indicated, the named individual has sole voting and investment power with respect to the shares of common stock beneficially owned by that individual, and his or her shares are not subject to any pledge.


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned ^(1)(2)(3)		Percent of Outstanding Common Stock
Norman B. Beug		118,516		*
Phyllis E. Cochran		10,551		*
William R. Graber		21,592		*
Emery N. Koenig		—		*
Robert L. Lumpkins		38,684		*
Richard L. Mack		148,053		*
Harold H. MacKay		36,542		*
David B. Mathis		57,909		*
William T. Monahan		23,792		*
James (“Joc”) C. O’Rourke		4,006		*
James L. Popowich		9,336		*
James T. Prokopanko		382,404		*
Sergio Rial		—		*
David T. Seaton		2,685		*
Steven M. Seibert		11,984		*
Lawrence W. Stranghoener ⁽⁴⁾		265,615		*
All directors and executive officers as a group (21 persons)		1,352,467		*

*	Represents less than 1% of the outstanding shares.

(1)	Beneficial ownership of securities is based on information furnished or confirmed by each director or executive officer.

(2)	Includes the following shares subject to stock options or restricted stock units exercisable, vested or vesting within 60 days of January 31, 2011:


Name	Stock Options		Restricted Stock Units
Norman B. Beug		25,142		—
Phyllis E. Cochran		—		4,039
William R. Graber		—		4,039
Robert L. Lumpkins		—		8,078
Richard L. Mack		110,130		—
Harold H. MacKay		21,750		4,039
David B. Mathis		17,600		4,039
William T. Monahan		—		4,039
James (“Joc”) C. O’Rourke		4,006		—
James L. Popowich		—		4,039
James T. Prokopanko		298,409		—
David T. Seaton		—		2,685
Steven M. Seibert		—		4,039
Lawrence W. Stranghoener		173,150		—
All directors and executive officers as a group (21 persons)		826,261		39,036

(3)	We have included stock options and restricted stock units only if they are exercisable, or vest, within 60 days of January 31, 2011.

(4)	Includes 250 shares of common stock held by Mr. Stranghoener’s three children.

Ownership of Securities by Others

We believe that, as of January 31, 2011, based on filings with the SEC, the following named organizations are the beneficial owners of more than 5% of our outstanding common stock.


Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percent of Outstanding Common Stock
Cargill, Incorporated ⁽¹⁾		285,759,772		64	%
15615 McGinty Road West Wayzata, Minnesota 55391
Cargill Fertilizer, Inc.		243,972,618		55	%
15615 McGinty Road West Wayzata, Minnesota 55391
GNS I (U.S.) Corp.		30,155,221		7	%
15615 McGinty Road West Wayzata, Minnesota 55391

(1)	Includes 30,155,221 shares of common stock held by GNS I (U.S.) Corp. and 243,972,618 shares of common stock held by Cargill Fertilizer, Inc., both of which are wholly-owned subsidiaries of Cargill.

LEGAL MATTERS

The validity of the common stock, class A common stock and class B common stock to be issued in the merger will be passed upon for Mosaic by Richard L. Mack, Esq., Executive Vice President, General Counsel and Corporate Secretary of the Company.

EXPERTS

The consolidated financial statements and schedule of Mosaic as of May 31, 2010 and 2009, and for each of the years in the three-year period ended May 31, 2010, and management’s assessment of the effectiveness of internal control over financial reporting as of May 31, 2010 included in Mosaic’s Annual Report on Form 10-K for the year ended May 31, 2010 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

FUTURE STOCKHOLDER PROPOSALS

Mosaic’s current amended and restated bylaws establish an advance notice procedure for stockholder proposals at Mosaic’s 2011 annual meeting of stockholders. For business to be properly brought before the 2011 annual meeting by a stockholder, and for stockholder recommendations of future director nominees to be considered by Mosaic’s corporate governance and nominating committee, among other requirements described in Mosaic’s amended and restated bylaws:

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the stockholder must have given written notice thereof to Mosaic’s Corporate Secretary (whose address is Atria Corporate Center, Suite E490, 3033 Campus Drive, Plymouth, Minnesota 55441);

•

the notice must be delivered or mailed to and received at Mosaic’s principal executive offices not later than 90 days (or, with regard to majority stockholders as defined in Mosaic’s amended and restated bylaws, not later than 45 days) nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. A stockholder proposal or nomination intended to be brought before Mosaic’s 2011 annual meeting must be received by Mosaic’s Corporate Secretary no earlier than June 9, 2011 and no later than July 9, 2011 or, with regard for majority stockholders, August 23, 2011;

•

delivery must be by hand or by certified or registered mail, return receipt requested; and

•

the notice must include:

•

a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

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the name and address, as they appear on Mosaic’s books, of the stockholder proposing such business;

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a representation that the stockholder is a holder of record of shares of Mosaic stock entitled to vote with respect to such business and intends to appear in person or by proxy at the meeting to move the consideration of such business;

•

the class and number of shares the stockholder beneficially owns; and

•

any material interest of the stockholder in such business.

Proposals for inclusion in Mosaic’s proxy material for Mosaic’s 2011 annual meeting pursuant to Rule 14a-8 of the proxy rules of the SEC are not subject to the requirements described above. Such proposals must be received by Mosaic by April 26, 2011 and meet the other requirements of Rule 14a-8 to be eligible for inclusion in Mosaic’s proxy material for Mosaic’s 2011 annual meeting.

WHERE YOU CAN FIND MORE INFORMATION

Mosaic files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information on file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. SEC filings are also available to the public at the SEC’s website at http://www.sec.gov. Copies of documents filed by Mosaic are also available at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

GNS has filed a registration statement on Form S-4 to register with the SEC the shares of common stock, class A common stock and class B common stock that will be issued in the proposed merger. This proxy statement/prospectus is part of the registration statement of GNS on Form S-4 and is a prospectus of GNS and a proxy statement of Mosaic for the special meeting.

The SEC permits Mosaic to “incorporate by reference” information into this proxy statement/prospectus. This means that Mosaic can disclose important information to you by referring to another document filed separately with the SEC. The information incorporated by reference is considered a part of this proxy statement/prospectus, except for any information superseded by information contained directly in this proxy statement/prospectus or by information contained in documents filed with or furnished to the SEC after the date of this proxy statement/prospectus that is incorporated by reference in this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents contain important information about Mosaic and its financial condition.


Mosaic Securities and Exchange Commission Filings (SEC File Number 001-32327):		Period or Date Filed
Annual Report on Form 10-K		Fiscal Year ended May 31, 2010

Quarterly Reports on Form 10-Q		Quarter ended August 31, 2010 and quarter ended November 30, 2010

Definitive Proxy Statement on Schedule 14A		Filed August 24, 2010

Current Reports on Form 8-K		Filed July 1, 2010; filed October 12, 2010; filed December 14, 2010; filed January 19, 2011; filed January 19, 2011; filed January 21, 2011; and filed February 4, 2011

In addition, Mosaic also incorporates by reference additional documents that Mosaic may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, between the date of this proxy statement/prospectus and the date of the special meeting. These documents include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as well as proxy statements.

Documents incorporated by reference are available from Mosaic, without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus from the SEC’s website at http://www.sec.gov or from Mosaic’s website at www.mosaicco.com (“Investors” tab) or by requesting them in writing or by telephone from Mosaic at the following address and telephone number:

The Mosaic Company

Atria Corporate Center, Suite E490

3033 Campus Drive

Plymouth, Minnesota 55441

Attention: Director—Investor Relations

Telephone: (763) 577-2828

Neither Mosaic nor GNS has authorized anyone to give any information or make any representation about the merger or the special meeting that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that are incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this proxy statement/prospectus nor any distribution of securities pursuant to this proxy statement/prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this proxy statement/prospectus by reference or in our affairs since the date of this proxy statement/prospectus. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

ANNEX A

MERGER AND DISTRIBUTION AGREEMENT

by and among

THE MOSAIC COMPANY,

GNS II (U.S.) CORP.,

GNS MERGER SUB LLC,

CARGILL, INCORPORATED

and

Solely with respect to (and for the limited purposes set forth in)

Sections 4.1(c), 4.1(d), 5.7, 7.2(e), 7.2(f), 7.3(b)-(d), 7.4, 7.5, 7.6, 11.9, 11.13(d)

and the last two sentences of Section 11.6,

THE MAC TRUSTS

Dated as of January 18, 2011

TABLE OF CONTENTS


ARTICLE I DEFINITIONS			A-2
SECTION 1.1 General			A-2
SECTION 1.2 References; Interpretation			A-14

ARTICLE II THE CLOSING			A-15
SECTION 2.1 The Closing			A-15
SECTION 2.2 Certain Deliveries			A-15

ARTICLE III THE MERGER			A-16
SECTION 3.1 The Merger			A-16
SECTION 3.2 Organizational Documents; Directors and Officers			A-16
SECTION 3.3 Conversion of Capital Stock			A-17
SECTION 3.4 Exchange of Certificates			A-18
SECTION 3.5 Mosaic Equity Awards			A-19
SECTION 3.6 Closing of Mosaic Transfer Books			A-20

ARTICLE IV SPLIT-OFF; DEBT EXCHANGES			A-20
SECTION 4.1 The Split-off			A-20
SECTION 4.2 Debt Exchanges			A-23

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE MOSAIC PARTIES			A-24
SECTION 5.1 Organization and Power			A-24
SECTION 5.2 Authorization and Enforceability			A-24
SECTION 5.3 Non-Contravention			A-25
SECTION 5.4 Governmental Approvals			A-25
SECTION 5.5 Capital Stock			A-26
SECTION 5.6 Brokers and Other Advisors			A-27
SECTION 5.7 SEC Reports			A-27
SECTION 5.8 Financial Statements			A-27
SECTION 5.9 Internal Control			A-27
SECTION 5.10 Disclosure Controls and Procedures			A-28
SECTION 5.11 No Material Adverse Change			A-28

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF CARGILL			A-28
SECTION 6.1 Organization and Power			A-28
SECTION 6.2 Authorization and Enforceability			A-28
SECTION 6.3 Non-Contravention			A-29
SECTION 6.4 Governmental Approvals			A-29
SECTION 6.5 Title to Shares of Mosaic Common Stock			A-29
SECTION 6.6 Brokers and Other Advisors			A-29
SECTION 6.7 Initial Tax Opinion			A-29

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ARTICLE VII COVENANTS			A-30
SECTION 7.1 Interim Covenants			A-30
SECTION 7.2 Mosaic Shareholder Meeting; Preparation of Proxy Statement and Registration Statement; Mosaic Board Recommendation			A-32
SECTION 7.3 Efforts; Cooperation			A-34
SECTION 7.4 Access			A-35
SECTION 7.5 Confidentiality			A-35
SECTION 7.6 Public Announcements			A-36
SECTION 7.7 Voting of Mosaic Common Stock by Cargill			A-36
SECTION 7.8 Transfers of Mosaic Common Stock by Cargill; Agreements by Cargill			A-36
SECTION 7.9 Further Assurances; Post-Closing Cooperation			A-37
SECTION 7.10 Material Market Event Notice			A-38
SECTION 7.11 Exemption from Liability Under Section 16(b)			A-38
SECTION 7.12 MAC Trusts Exchange Agreement			A-38
SECTION 7.13 M Holdings Valuation			A-38

ARTICLE VIII SURVIVAL AND INDEMNIFICATION			A-39
SECTION 8.1 Survival			A-39
SECTION 8.2 Indemnification by the Mosaic Parties			A-39
SECTION 8.3 Indemnification by Cargill			A-39
SECTION 8.4 Notice; Procedure for Third-Party Claims			A-39
SECTION 8.5 Contribution			A-40
SECTION 8.6 Exclusive Remedy			A-40
SECTION 8.7 Limitations on Indemnifiable Losses			A-41
SECTION 8.8 Insurance			A-41
SECTION 8.9 Taxes			A-41

ARTICLE IX CONDITIONS TO CLOSING			A-41
SECTION 9.1 Conditions to the Obligations of each Party			A-41
SECTION 9.2 Conditions to the Obligations of the Mosaic Parties			A-42
SECTION 9.3 Conditions to the Obligations of Cargill			A-43
SECTION 9.4 Obligation to Close			A-44

ARTICLE X TERMINATION			A-44
SECTION 10.1 Termination			A-44
SECTION 10.2 Effect of Termination			A-45

ARTICLE XI MISCELLANEOUS			A-46
SECTION 11.1 Entire Agreement			A-46
SECTION 11.2 Counterparts			A-47
SECTION 11.3 Expenses			A-47
SECTION 11.4 Notices			A-47
SECTION 11.5 Waivers			A-48
SECTION 11.6 Amendments			A-48
SECTION 11.7 Assignment			A-49
SECTION 11.8 Successors and Assigns			A-49
SECTION 11.9 No Third-Party Beneficiaries			A-49
SECTION 11.10 Exhibits and Schedules			A-49
SECTION 11.11 GOVERNING LAW			A-49
SECTION 11.12 Consent to Jurisdiction; Waiver of Jury Trial			A-49
SECTION 11.13 Remedies; Specific Performance			A-49
SECTION 11.14 Severability			A-51

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EXHIBITS


EXHIBIT A:		Form of Certificate of Incorporation of Mosaic to be Adopted Pursuant to the Merger

EXHIBIT B:		Form of Certificate of Incorporation of M Holdings to be Effective Immediately Prior to the Merger

EXHIBIT C:		Representations and Covenants to be made by Cargill Stockholders Participating in the Split-off

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MERGER AND DISTRIBUTION AGREEMENT

This MERGER AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 18, 2011, is by and among The Mosaic Company, a Delaware corporation (“Mosaic”), Cargill, Incorporated, a Delaware corporation (“Cargill”), GNS II (U.S.) Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Mosaic that will change its name to “The Mosaic Company” promptly following the Merger Effective Time (as defined below) (“M Holdings”), GNS Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of M Holdings (“Merger Sub”), and, solely with respect to (and for the limited purposes set forth in) Sections 4.1(c), 4.1(d), 5.7, 7.2(e), 7.2(f), 7.3(b)-(d), 7.4, 7.5, 7.6, 11.9, 11.13(d) and the last two sentences of Section 11.6, the MAC Trusts (as defined below).

WHEREAS, as of the date of this Agreement, the authorized capital stock of Mosaic consists of 715,000,000 shares, of which 700,000,000 shares are common stock, par value $0.01 per share (“Mosaic Common Stock”), and 15,000,000 shares are preferred stock, par value $0.01 per share (“Mosaic Preferred Stock,” and together with the Mosaic Common Stock, the “Mosaic Stock”);

WHEREAS, as of the date of this Agreement, Mosaic directly owns one (1) share of M Holdings Common Stock (representing 100% of the outstanding shares of M Holdings Common Stock);

WHEREAS, as of the date of this Agreement, Cargill directly owns 11,631,933 shares of Mosaic Common Stock (representing approximately 2.6 percent of the outstanding shares of Mosaic Common Stock), GNS I (U.S.) Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Cargill (“GNS I”), directly owns 30,155,221 shares of Mosaic Common Stock (representing approximately 6.7 percent of the outstanding shares of Mosaic Common Stock), and Cargill Fertilizer, Inc., a Delaware corporation and a direct majority-owned (and an indirect wholly-owned) subsidiary of Cargill (“CFI”), directly owns 243,972,618 shares of Mosaic Common Stock (representing approximately 54.8 percent of the outstanding shares of Mosaic Common Stock);

WHEREAS, Cargill intends, on or prior to the Closing Date (as defined below), to cause GNS I and CFI to convert to limited liability companies and transfer to Cargill all of the shares of Mosaic Common Stock directly owned by GNS I and CFI;

WHEREAS, the parties desire to engage in a series of transactions pursuant to which on the Closing Date (defined below):

a) the certificate of incorporation of M Holdings will be amended (such amendment, the “M Holdings Charter Amendment”) to, among other things, (x) authorize the issuance of (A) four series of shares of new M Holdings Class A Common Stock (as defined below), with each share of each such series being entitled to one (1) vote with respect to all matters on which the holders of M Holdings Class A Common Stock are entitled to vote, (B) three series of shares of new M Holdings Class B Common Stock (as defined below), with each share of each such series being entitled to ten (10) votes with respect to the election of directors and one (1) vote with respect to all other matters on which the holders of M Holdings Class B Common Stock are entitled to vote, and (C) shares of M Holdings Common Stock (as defined below), each share of which will be entitled to one (1) vote with respect to all matters on which the holders of M Holdings Common Stock are entitled to vote; and (y) reclassify all of the shares of capital stock of M Holdings then held by Mosaic into shares of M Holdings Common Stock to be held by Mosaic;

b) after the effective time of the M Holdings Charter Amendment, Merger Sub will merge with and into Mosaic (the “Merger”) (with Mosaic being the surviving corporation in such Merger) pursuant to which (i) Mosaic will become a wholly-owned subsidiary of M Holdings; (ii) a portion of the outstanding 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 M Holdings Class A Common Stock and M Holdings 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 M Holdings Common Stock; and

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c) as promptly as practicable after the Merger Effective Time (as defined below), Cargill will consummate a split-off transaction (the “Split-off”) pursuant to which Cargill will exchange all of the shares of M Holdings Class B Common Stock, M Holdings Class A Common Stock and M Holdings Common Stock to be received by it in the Merger (other than the Cargill Retained M Holdings Shares (as defined below)) with stockholders of Cargill for outstanding shares of capital stock of Cargill held by such stockholders of Cargill;

WHEREAS, under the terms of an exchange agreement, dated as of the date hereof, by and among Cargill and the MAC Trusts (as defined below) (as such agreement may be amended from time to time (the “MAC Trusts Exchange Agreement”), the Split-off is to be effected, in part, by means of an exchange by Cargill of shares of M Holdings Class B Common Stock, M Holdings Class A Common Stock and M Holdings Common Stock with the MAC Trusts for all of the outstanding shares of capital stock of Cargill held by the MAC Trusts;

WHEREAS, under the terms of one or more exchange agreements, dated as of the date hereof, by and among Cargill and certain Exchanging Cargill Stockholders (as defined below), other than the MAC Trusts, as such agreements may be amended from time to time (the “Tender and Support Agreements”), the Split-off is to be effected, in part, by means of an exchange by Cargill of shares of M Holdings Class B Common Stock with the signatories of the Tender and Support Agreements for some or all of the outstanding shares of capital stock of Cargill held by such Exchanging Cargill Stockholders, other than the MAC Trusts;

WHEREAS, Cargill intends that, in connection with the Split-off, it will consummate the Initial Debt Exchange (as defined below), pursuant to which it will exchange with Exchanging Cargill Debt Holders (as defined below), pursuant to one or more Debt Exchange Agreements (as defined below), a portion of the Cargill Retained M Holdings Shares for indebtedness of Cargill then held by such Exchanging Cargill Debt Holders, such Initial Debt Exchange to occur on the Closing Date as promptly as practicable after the Merger Effective Time;

WHEREAS, it is intended that, on the Closing Date after the Split-off and the Initial Debt Exchange, M Holdings will consummate a public offering pursuant to the Registration Agreement, dated as of the date hereof, by and among Cargill, Mosaic, M Holdings, the MAC Trusts, and any other parties that become signatory thereto, as such agreement may be amended from time to time (the “Registration Agreement”), pursuant to which (i) the MAC Trusts will be entitled to offer and sell certain shares of M Holdings then held by the MAC Trusts, and (ii) Exchanging Cargill Debt Holders will be entitled to offer and sell certain Cargill Retained M Holdings Shares received by the Exchanging Cargill Debt Holders pursuant to the Initial Debt Exchange; and

WHEREAS, pursuant to the Tax Agreement, dated as of the date hereof, by and among Cargill, Mosaic and M Holdings, as such agreement may be amended from time to time (the “Tax Agreement”), the parties have set forth their understanding and intentions with respect to the United States federal income tax treatment of the Transactions (as defined below), and have provided representations and indemnities relating to the Transactions.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 General. As used in this Agreement, the following terms shall have the following meanings:

“Acorn Trust” means the Acorn Trust dated January 30, 1995, as amended.

“Action” shall mean any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency, body or commission or any arbitration tribunal.

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“Affiliate” shall mean, when used with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, neither the Mosaic Parties and their respective Subsidiaries nor the MAC Trusts shall be considered to be “Affiliates” of Cargill and its Subsidiaries, and neither Cargill and its Subsidiaries nor the MAC Trusts shall be considered to be “Affiliates” of the Mosaic Parties and their respective Subsidiaries. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.

“Agreement” shall have the meaning set forth in the Preamble.

“Alternative Proposal” shall mean any inquiry, proposal or offer from any Person relating to any (a) acquisition of twenty percent (20%) or more of the consolidated total assets of Mosaic and its Subsidiaries taken as a whole or (b) acquisition, tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction or any combination of the foregoing that would result in such Person beneficially owning twenty percent (20%) or more of the outstanding shares of Mosaic Common Stock, in each case, other than any of the Transactions.

“Anne Ray Charitable Trust” means the Anne Ray Charitable Trust dated August 20, 1996, as amended.

“beneficial owner” and words of similar import (including “beneficially own” and “beneficial ownership”) shall have the meaning attributed to them under Rule 13d-3 promulgated under the Exchange Act; provided that such determination shall be made without taking into account the 60-day limitation that would otherwise apply to such determination as provided for in Rule 13d-3(d)(1)(i).

“Bring Down Tax Opinion” shall mean a written opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, dated the Closing Date, reaffirming the conclusions set forth in the Initial Tax Opinion.

“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in the City of New York, New York are authorized or obligated by law or executive order to close.

“Capitalization Date” shall have the meaning set forth in Section 5.5(a).

“Cargill” shall have the meaning set forth in the Preamble.

“Cargill Disclosure Schedule” shall have the meaning set forth in the first paragraph of Article VI.

“Cargill ESOP” shall mean the Cargill, Incorporated Master Employee Stock Ownership Trust.

“Cargill Indemnified Parties” shall have the meaning set forth in Section 8.2.

“Cargill Material Adverse Effect” shall mean any Event (or Events) that, individually (or in the aggregate) would be reasonably expected to materially and adversely affect Cargill’s ability to perform its obligations under this Agreement or any Transaction Documents.

“Cargill Pension Fund” shall mean Cargill, Incorporated and Associated Companies Master Pension Trust.

“Cargill Required Consents” shall have the meaning set forth in Section 6.4.

“Cargill Retained M Holdings Shares” shall mean that number of shares of M Holdings Common Stock as shall be determined by Cargill; provided, however, that the number of Cargill Retained M Holdings Shares may not exceed (a) the number of shares of Mosaic Common Stock held by Cargill immediately prior to the Merger Effective Time, less (b) 40% of the Mosaic Outstanding Share Number; and the number of Cargill Retained M Holdings Shares may not be less than 50 million.

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“Cargill Waiver Notice” has the meaning set forth in Section 7.10.

“Certificate of Merger” has the meaning set forth in Section 3.1(b).

“CFI” shall have the meaning set forth in the Recitals and shall also mean any corporation, limited liability company or partnership that is a successor to Cargill Fertilizer, Inc. by merger or conversion.

“Change in the Mosaic Recommendation” shall have the meaning set forth in Section 7.2(g).

“Class A Conversion Shares” shall mean a number of shares of Mosaic Common Stock held by Cargill that is equal to (w) the number of shares of Mosaic Common Stock held by Cargill immediately prior to the Merger Effective Time, less (x) the number of shares of M Holdings Common Stock being sold by the MAC Trusts pursuant to the First Formation Offering, less (y) the number of Cargill Retained M Holdings Shares less (z) the number of Class B Conversion Shares.

“Class B Conversion Shares” shall mean a number of shares of Mosaic Common Stock that is equal to the minimum number of shares of Mosaic Common Stock held by Cargill immediately before the Merger Effective Time that must be converted into shares of M Holdings Class B Common Stock in the Merger so that, immediately after the Merger Effective Time, the total shares of M Holdings Stock held by Cargill (excluding the Cargill Retained M Holdings Shares) represent at least 81% of the total voting power (for the election of directors of M Holdings) of the shares of M Holdings Stock outstanding immediately after the Merger Effective Time (treating the Reclassified Shares as voting shares for purposes of this calculation).

“Closing” shall have the meaning set forth in Section 2.1.

“Closing Condition Date” means any calendar date prior to the completion of the Closing Period upon which all of the Closing Period Conditions shall have been satisfied or waived, other than those Closing Period Conditions that by their nature are to be satisfied as of the Closing (provided that all such Closing Period Conditions could be satisfied if the Closing were scheduled on such date or, if such date is not a Business Day, such Closing Period Conditions could be satisfied if the Closing were scheduled on the next succeeding Business Day). Notwithstanding the foregoing, (i) in the event that Mosaic shall publicly announce any intention to restate any historical financial statements included in the Mosaic Recent Filings or in any of the Mosaic Parties’ SEC Reports filed or required to be filed with the SEC thereafter or that any such restatement is under consideration, no date shall constitute a Closing Condition Date until the first Business Day after the date upon which such restatement shall have been completed or Mosaic shall have publicly announced that it has concluded that no restatement is required, (ii) in the event that Mosaic shall have failed to file with the SEC when due any report that is required to be filed by Mosaic with the SEC under the Exchange Act, no date shall constitute a Closing Condition Date until the first Business Day after the date upon which such report shall have been filed with the SEC, (iii) in the event that Mosaic’s independent registered public accounting firm shall have failed (other than during a Dead Period) to confirm (within three Business Days after a request for such confirmation from Cargill or any of the joint book running managing underwriters of the First Formation Offering, which request shall be accompanied by a customary “circle-up” of items included, or incorporated by reference, in the Registration Statement for which comfort is requested) that such independent registered public accounting firm would then be prepared to issue to each underwriter in the First Formation Offering (if the First Formation Offering were to then be effected) a customary comfort letter in accordance with AU 634 (and applicable interpretations thereof), including, without limitation, customary negative assurances and covering customary change period matters, with respect to the historical financial information of Mosaic included, or incorporated by reference, in the Registration Statement, subject only to completion of customary procedures, no date shall constitute a Closing Condition Date until the first Business Day after the date upon which such independent registered public accounting firm (or another independent registered public accounting firm reasonably acceptable to Cargill) confirms that it would be prepared to then issue such comfort letter to each underwriter in the First Formation Offering (if the First Formation Offering were to then be effected), (iv) in the event that Mosaic’s independent

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registered public accounting firms shall have withdrawn any audit opinion with respect to any audited financial statements included in the Mosaic Recent Filings Mosaic or in any of the Mosaic Parties’ SEC Reports filed or required to be filed with the SEC thereafter, no date shall constitute a Closing Condition Date until the first Business Day after a new unqualified audit opinion is issued with respect to the consolidated financial statements for the applicable periods by such independent registered public accounting firm or another independent registered public accounting firm reasonably acceptable to Cargill, or (v) in the event that there shall be any suspension of trading in the shares of Mosaic Common Stock on the NYSE for three consecutive Trading Days, no date shall constitute a Closing Condition Date until the first Business Day after such suspension is lifted.

“Closing Date” shall have the meaning set forth in Section 2.1.

“Closing Period” shall mean the first period of sixty (60) consecutive calendar days (as such number may be increased as provided herein) that are Closing Condition Dates; provided, however, that (a) if the Closing Period includes a Dead Period, the number of consecutive calendar days of the Closing Period shall be increased by the number of calendar days included in such Dead Period, and (b) if Cargill delays the commencement of the Offer pursuant to Section 4.1(d) hereof and the Closing Period commences prior to the conclusion of the twentieth (20^th) Business Day after the commencement of the Offer, the Closing Period shall be increased by that number of calendar days that is equal to the lesser of (x) the number of calendar days of the Closing Period that elapse prior to the conclusion of the twentieth (20^th) Business Day after the commencement of the Offer and (y) the number of calendar days that Cargill shall have delayed the commencement of the Offer pursuant to Section 4.1(d).

“Closing Period Conditions” shall mean (i) all of the conditions to the parties’ obligations to effect the Closing set forth in Section 9.1, (ii) the condition to the Mosaic Parties’ obligation to effect the Closing set forth in Section 9.2(f) and (iii) all of the conditions to Cargill’s obligation to effect the Closing set forth in Section 9.3.

“Compensation Dead Period” means (a) if the Registration Statement contemplated by Section 2.1(a) of the Registration Agreement is filed on Form S-1, the period from May 20, 2011 through June 13, 2011 if fiscal 2011 compensation information reasonably intended to comply with the rules of the SEC is not included therein on or prior to June 13, 2011, or (b) if fiscal 2011 compensation information reasonably intended to comply with the rules of the SEC is included in such Registration Statement on or prior to June 13, 2011, the period from May 20, 2011 through the later of (x) the date the SEC elects not to issue comments relating to such compensation information and (y) the date (which may in no event be later than June 30, 2011) upon which any such comments issued by the SEC shall have been adequately resolved.

“Contract” shall mean any note, mortgage, indenture, deed of trust, pledge agreement, guarantee, loan agreement, permit, lease, license, franchise, concession, power of attorney, purchase order, or other agreement, contract, instrument, obligation, offer, commitment, arrangement or understanding, whether written or oral, in each case as amended, supplemented, waived or otherwise modified.

“Conversion Notice” shall have the meaning set forth in Section 2.2(b)(i).

“Dead Period” means (a) the period beginning on and including April 1, 2011 through and including April 15, 2011; (b) any Compensation Dead Period and the five (5) consecutive Business Days thereafter; (c) the period beginning on and including July 1, 2011 through and including the later of July 15, 2011 and the fifth (5^th) Business Day following the date on which Mosaic files with the SEC its Annual Report on Form 10-K for the year ended May 31, 2011; and (d) the period beginning on and including August 20, 2011 through and including the fifth (5^th) Business Day after September 5, 2011.

“Debt Exchanges” shall have the meaning set forth in Section 4.2(a).

“Debt Exchange Agreements” shall mean the agreements entered into between Cargill and an Exchanging Cargill Debt Holder for the exchange by such Exchanging Cargill Debt Holder of indebtedness of Cargill with Cargill for Cargill Retained M Holdings Shares.

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“DGCL” shall mean the General Corporation Law of the State of Delaware.

“DLLCA” shall mean the Limited Liability Company Act of the State of Delaware.

“End Date” means August 18, 2011; provided that, if such date occurs on a Closing Condition Date and the Closing Period shall not have previously expired, the “End Date” shall be the fifth (5^th) Business Day after the earlier of (x) the first Business Day after August 18, 2011 that is not a Closing Condition Date and (y) the expiration of the Closing Period.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchanging Cargill Debt Holders” shall mean those Persons who have exchanged or will exchange indebtedness of Cargill with Cargill for shares of Cargill Retained M Holdings Shares pursuant to the Initial Debt Exchange or any Follow-on Debt Exchange.

“Exchanging Cargill Stockholders” shall have the meaning set forth in Section 4.1(a).

“Event” shall mean any event, change, development, effect, condition, circumstance, occurrence or state of facts.

“First Formation Offering” shall have the meaning set forth in the Registration Agreement.

“First Formation Offering Maximum Sale Number” shall have the meaning set forth in the Registration Agreement.

“Follow-on Debt Exchange” shall mean any exchange after the Closing Date by Cargill with Exchanging Cargill Debt Holders, pursuant to one or more Debt Exchange Agreements, of a portion of the Cargill Retained M Holdings Shares for indebtedness of Cargill then held by such Exchanging Cargill Debt Holders.

“Form S-4” shall have the meaning set forth in Section 7.2(b).

“Formation Offerings” shall have the meaning set forth in the Registration Agreement.

“GAAP” shall mean U.S. generally accepted accounting principles as in effect from time to time.

“GNS I” shall have the meaning set forth in the Recitals and shall also mean any corporation, limited liability company or partnership that is a successor to GNS I (U.S.) Corp. by merger or conversion.

“Governance Agreement” shall mean that certain Governance Agreement, dated as of the date hereof, entered into by and among Mosaic, M Holdings, the MAC Trusts and the other Exchanging Cargill Stockholders from time to time party thereto, including any other Exchanging Cargill Stockholder who, to the knowledge of Cargill at the time of the Closing, is reasonably expected to be a Significant Stockholder immediately after the consummation of the Split-off.

“Governmental Authority” shall mean any nation or government, any foreign or domestic federal, state, county, municipal or other political instrumentality or subdivision thereof and any foreign or domestic entity or body exercising executive, legislative, judicial, regulatory, administrative, supervisory or taxing functions of or pertaining to government, including any court.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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“Indemnified Party” shall have the meaning set forth in Section 8.4(a).

“Indemnifying Party” shall have the meaning set forth in Section 8.4(a).

“Initial Debt Exchange” shall mean an exchange on the Closing Date by Cargill with Exchanging Cargill Debt Holders, pursuant to one or more Debt Exchange Agreements, of a portion of the Cargill Retained M Holdings Shares for indebtedness of Cargill then held by such Exchanging Cargill Debt Holders.

“Initial Tax Opinion” shall mean the written tax opinion as to certain consequences of the Split-off rendered by Fried, Frank, Harris, Shriver & Jacobson LLP to Cargill as of the date of this Agreement.

“Intervening Event” shall have the meaning set forth in Section 7.2(g).

“IRS” shall mean the Internal Revenue Service.

“IRS Ruling Submission” shall mean the request for rulings submitted by Cargill to the IRS, dated December 21, 2009, including the exhibits and supplements thereto and all other submissions, documents, materials or other information submitted to the IRS in connection with such request for rulings or any supplemental rulings related to the Transactions.

“knowledge of Cargill” means the actual knowledge of any of Messrs. Gregory R. Page, David W. MacLennan and Scott Naatjes and Ms. Linda Cutler.

“knowledge of Mosaic” means the actual knowledge of any of Messrs. James T. Prokopanko, Lawrence W. Stranghoener, Richard L. Mack and Todd Madden. It is agreed and acknowledged that each of the foregoing persons shall be deemed to have actual knowledge of all information contained in Schedules 13G and 13D, and amendments thereto, filed with the SEC in respect of the shares of Mosaic Common Stock.

“Law” shall mean all laws, Orders, statutes, codes, regulations, ordinances, decrees, rules, or other requirements with similar effect of any Governmental Authority.

“Letter of Transmittal” shall have the meaning set forth in Section 3.4(d).

“Lilac Trust” means the Lilac Trust dated August 20, 1996, as amended.

“Losses” shall mean all losses, costs, charges, expenses (including interest and penalties due and payable with respect thereto and reasonable attorneys’ and other professional fees and expenses in connection with any Action whether involving a third-party claim or any claim solely between the parties hereto), obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, demands, claims, assessments or deficiencies.

“M Holdings” shall have the meaning set forth in the Preamble.

“M Holdings Charter Amendment” shall have the meaning set forth in the Recitals.

“M Holdings Class A Common Stock” shall mean collectively, the M Holdings Series A-1 Common Stock, the M Holdings Series A-2 Common Stock, the M Holdings Series A-3 Common Stock and the M Holdings Series A-4 Common Stock.

“M Holdings Class B Common Stock” shall mean collectively, the M Holdings Series B-1 Common Stock, the M Holdings Series B-2 Common Stock and the M Holdings Series B-3 Common Stock.

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“M Holdings Common Stock” shall mean the common stock, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series A-1 Common Stock” shall mean the Class A Common Stock, Series A-1, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series A-2 Common Stock” shall mean the Class A Common Stock, Series A-2, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series A-3 Common Stock” shall mean the Class A Common Stock, Series A-3, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series A-4 Common Stock” shall mean the Class A Common Stock, Series A-4, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series B-1 Common Stock” shall mean the Class B Common Stock, Series B-1, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series B-2 Common Stock” shall mean the Class B Common Stock, Series B-2, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Series B-3 Common Stock” shall mean the Class B Common Stock, Series B-3, par value $0.01 per share, of M Holdings, having the relative powers, preferences, rights, qualifications, limitations and restrictions attaching to such series of common stock as specified in the certificate of incorporation of M Holdings, as it may be amended from time to time.

“M Holdings Equity Linked Securities” shall have the meaning set forth in Section 5.5(b).

“M Holdings Stock” shall mean the M Holdings Common Stock, the M Holdings Class A Common Stock and the M Holdings Class B Common Stock.

“MAC Trusts” shall mean the Margaret A. Cargill Foundation, the Acorn Trust, the Lilac Trust and the Anne Ray Charitable Trust.

“MAC Trusts Exchange Agreement” shall have the meaning set forth in the Recitals.

“MAC Trusts Registration Agreement” shall mean the Registration Agreement, dated as of the date hereof, by and among Mosaic, M Holdings and the MAC Trusts, as such agreement may be amended from time to time.

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“Margaret A. Cargill Foundation” means the Margaret A. Cargill Foundation established under the Acorn Trust dated January 30, 1995, as amended.

“Market Event Notice” has the meaning set forth in Section 7.10.

“Material Market Event” means (i) any material disruption in, or material adverse change to, U.S. or international financial, political or economic conditions or U.S. or international capital markets the effect of which is such as to make it impractical to proceed with an offering in the First Formation Offering in which the number of shares of M Holdings Common Stock offered for sale is equal to the minimum number of shares entitled to be sold by the MAC Trusts in the First Formation Offering pursuant to the Registration Agreement plus 30.75% of the number of shares of Mosaic Common Stock held by CFI as of the date of this Agreement, (ii) any general suspension of trading in, or material limitations on prices for, securities generally on the NYSE for three or more consecutive Business Days; (iii) any banking moratorium declared by any United States, Minnesota or New York Governmental Authorities for three or more consecutive Business Days; (iv) any major disruption of settlements of securities, payment or clearance services in the United States for three or more consecutive Business Days; (v) any attack on, outbreak or material escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international security event or similar crisis if the effect of any such attack, outbreak, escalation, act, declaration, event or crisis is to cause a material disruption in, or material adverse change to, the United States capital markets for a period of three or more consecutive Business Days such that it is impractical to proceed with an offering in the First Formation Offering in which the number of shares of M Holdings Common Stock offered for sale is equal to the number of shares entitled to be sold by the MAC Trusts in the First Formation Offering pursuant to the Registration Agreement plus 30.75% of the number of shares of Mosaic Common Stock held by CFI as of the date of this Agreement; (vi) any decline in the Standard & Poor’s 500 Index by an amount in excess of twenty percent (20%) measured from the date of this Agreement; or (vii) any increase in the Standard & Poor’s 500 Index by an amount in excess of twenty percent (20%) measured from the date of this Agreement.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Effective Time” shall have the meaning set forth in Section 3.1(b).

“Merger Sub” shall have the meaning set forth in the Preamble.

“Mosaic” shall have the meaning set forth in the Preamble.

“Mosaic Awards” shall have the meaning set forth in Section 3.5.

“Mosaic Book-Entry Shares” shall have the meaning set forth in Section 3.3(b).

“Mosaic Certificates” shall have the meaning set forth in Section 3.3(b).

“Mosaic Common Stock” shall have the meaning set forth in the Recitals.

“Mosaic Disclosure Schedule” shall have the meaning set forth in the first paragraph of Article V.

“Mosaic Equity Linked Securities” shall have the meaning set forth in Section 5.5(a).

“Mosaic Indemnified Parties” shall have the meaning set forth in Section 8.3.

“Mosaic Material Adverse Effect” shall mean any Event (or Events) that, individually (or in the aggregate) (a) is (or are) or would be reasonably expected to be materially adverse to the financial condition, assets, liabilities, business or results of operations of Mosaic and its Subsidiaries, or, after the Closing, M Holdings and

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its Subsidiaries, taken as a whole; provided, however, that a Mosaic Material Adverse Effect shall not be deemed to include Events relating to or resulting from: (A) changes generally affecting the economy, financial or securities markets or political or regulatory conditions, to the extent such changes do not, and would not be reasonably expected to, adversely affect Mosaic and its Subsidiaries or, after the Closing, M Holdings and its Subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry; (B) changes in the fertilizer industry, to the extent such changes do not, and would not be reasonably expected to, adversely affect Mosaic and its Subsidiaries or, after the Closing, M Holdings and its Subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry; (C) any change in Law or the interpretation thereof, to the extent such changes do not, and would not be reasonably expected to, adversely affect Mosaic and its Subsidiaries or, after the Closing, M Holdings and its Subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry; (D) any change in GAAP or the interpretation thereof; (E) acts of war, armed hostility or terrorism, to the extent such changes do not adversely affect Mosaic and its Subsidiaries or, after the Closing, M Holdings and its Subsidiaries in a disproportionate manner relative to other participants in the fertilizer industry; (F) any failure by Mosaic to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Mosaic Material Adverse Effect may be taken into account in determining whether there has been a Mosaic Material Adverse Effect); and (G) any change resulting from the negotiation, execution or announcement of the Merger or other Transactions; or (b) would be reasonably expected to materially and adversely affect the Mosaic Parties’ ability to consummate the Merger.

“Mosaic Options” shall have the meaning set forth in Section 3.5.

“Mosaic Outstanding Share Number” shall have the meaning set forth in Section 2.2(a).

“Mosaic Parties” shall mean Mosaic, M Holdings and Merger Sub.

“Mosaic Parties’ SEC Reports” shall have the meaning set forth in Section 5.7.

“Mosaic Plans” shall have the meaning set forth in Section 3.5.

“Mosaic Preferred Stock” shall have the meaning set forth in the Recitals.

“Mosaic Recommendation” shall have the meaning set forth in Section 7.2(c).

“Mosaic Recent Filings” shall have the meaning set forth in the first paragraph of Article V.

“Mosaic Required Consents” shall have the meaning set forth in Section 5.4.

“Mosaic Shareholder Approval” shall have the meaning set forth in Section 5.2(b).

“Mosaic Shareholders” shall mean the holders of Mosaic Common Stock.

“Mosaic Shareholders Meeting” shall have the meaning set forth in Section 7.2(a).

“Mosaic Special Committee” shall mean the special committee of independent directors of Mosaic established to consider and approve this Agreement and the Transactions and related matters, or any successor committee established by the Mosaic Board of Directors and designated for such purpose.

“Mosaic Stock” shall have the meaning set forth in the Recitals.

“Mosaic Tax Certificate” shall have the meaning set forth in the Tax Agreement.

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“Mosaic Transaction Documents” shall have the meaning set forth in Section 7.2(d).

“Mosaic Underwriting Failure” means the failure of Mosaic or the joint book-running underwriter selected by Mosaic for the First Formation Offering to agree, promptly (and in any event within five (5) Business Days) after a request therefor from Cargill, to a First Formation Offering Maximum Sale Number equal to at least the minimum number of shares entitled to be sold by the MAC Trusts in the First Formation Offering pursuant to the Registration Agreement plus 30.75% of the number of shares of Mosaic Common Stock held by CFI as of the date of this Agreement (and the joint book-running underwriter selected by Mosaic for the First Formation Offering is willing to enter into an underwriting agreement to underwrite the sale of at least 28,875,000 shares of M Holdings Common Stock to the public in the First Formation Offering) if Cargill has stated in such request that it and the joint book-running underwriter selected by Cargill for the First Formation Offering are willing at such time to agree to a First Formation Offering Maximum Sale Number equal to at least the minimum number of shares entitled to be sold by the MAC Trusts in the First Formation Offering pursuant to the Registration Agreement plus 30.75% of the number of shares of Mosaic Common Stock held by CFI as of the date of this Agreement (and the joint book-running underwriter selected by Cargill for the First Formation Offering is willing at such time to enter into an underwriting agreement to underwrite the sale of at least 28,875,000 shares of M Holdings Common Stock to the public in the First Formation Offering).

“Mosaic Waiver Request” has the meaning set forth in Section 7.10.

“Non-Compete Agreement” shall mean the Non-Competition Agreement, dated as of the date hereof, between Cargill and M Holdings.

“NYSE” shall mean the New York Stock Exchange.

“Offer” shall mean any exchange offer by Cargill to all or some of the holders of the shares of capital stock of Cargill to effect the Split-off.

“Offer Documents” shall mean any offer documents, including form of transmittal letter, pursuant to which Cargill and/or one of its Subsidiaries makes any Offer (together with any supplements and amendments thereto).

“Order” shall mean all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Authority.

“Party” or “party” shall mean each of the Mosaic Parties and Cargill.

“Person” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or agency or other entity of any kind or nature.

“Private Letter Ruling” shall mean the private letter ruling issued by the IRS, dated November 15, 2010 and any supplemental rulings issued by the IRS pursuant to the IRS Ruling Submission.

“Proxy Statement” shall have the meaning set forth in Section 7.2(b).

“Public Merger Consideration” shall have the meaning set forth in Section 3.4(d).

“Publicly Held Shares” shall have the meaning set forth in Section 3.4(d).

“Reclassified Share Number” shall have the meaning set forth in Section 2.2(a)(ii).

“Reclassified Shares” shall have the meaning set forth in Section 2.2(a)(ii).

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“Registrable Securities” shall have the meaning set forth in the Registration Agreement.

“Registration Agreement” shall have the meaning set forth in the Recitals.

“Registration Statement” shall have the meaning set forth in the Registration Agreement.

“Released Share Offering” shall have the meaning set forth in the Registration Agreement.

“Representatives” shall have the meaning set forth in Section 7.3(b).

“Requisite Response Period” has the meaning set forth in Section 7.10.

“Sarbanes-Oxley Act” shall have the meaning set forth in Section 5.7.

“S&P 500 Index Inclusion Offering” shall have the meaning set forth in the Registration Agreement.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series A-1 Conversion Shares” shall mean a number of Class A Conversion Shares equal to (x) the total number of Class A Conversion Shares less (y) the aggregate number of Series A-2 Conversion Shares, Series A-3 Conversion Shares and Series A-4 Conversion Shares.

“Series A-2 Conversion Shares” shall mean a number of Class A Conversion Shares equal to one-third of (x) the total number of Class A Conversion Shares less (y) the number of Series A-4 Conversion Shares, rounded down to the nearest whole number.

“Series A-3 Conversion Shares” shall mean a number of Class A Conversion Shares equal one-third of (x) the total number of Class A Conversion Shares less (y) the number of Series A-4 Conversion Shares, rounded down to the nearest whole number.

“Series A-4 Conversion Shares” shall mean a number of Class A Conversion Shares that is equal to 49,500,000 less the number of shares of M Holdings Common Stock being sold by the MAC Trusts on or about the Closing Date pursuant to the First Formation Offering.

“Series B-1 Conversion Shares” shall mean a number of Class B Conversion Shares equal to one-third of the total number of Class B Conversion Shares, rounded down to the nearest whole number.

“Series B-2 Conversion Shares” shall mean a number of Class B Conversion Shares equal one-third of the total number of Class B Conversion Shares, rounded down to the nearest whole number.

“Series B-3 Conversion Shares” shall mean a number of Class B Conversion Shares equal one-third of the total number of Class B Conversion Shares, rounded down to the nearest whole number.

“Share Number Date” shall have the meaning set forth in Section 2.2(a).

“Significant Stockholder” shall mean any stockholder or a group (as defined in Section 13(d)(3) of the Exchange Act) of stockholders of Cargill who will beneficially own shares of M Holdings Stock representing five percent (5%) or more of the outstanding voting power of M Holdings for the election of directors immediately after giving effect to the Split-off; provided, that, for purposes of this definition, (a) if shares of M

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Holdings Stock are owned by a trust having three (3) or more trustees and voting and investment decisions are based on a simple majority vote of such trustees, then none of the trustees of such trust shall be deemed to beneficially own the shares held by such trust, and (b) any trusts with over-lapping trustees shall not be deemed to be considered part of a “group” solely as a result of the over-lapping trustees.