Potash One agrees to friendly takeover by K+S for CAD 4.50 per share in cash

Release of Insider Information according to section 17 MAR

K+S Aktiengesellschaft and Potash One Inc. announced today that they have entered into a Support Agreement pursuant to which K+S will make an offer to acquire all of the issued and outstanding common shares on a fully diluted basis of Potash One at a price of CAD 4.50 per share in cash for total consideration of approximately CAD 434 million (EUR 311 million).

The offer represents a:
- 24.3% premium to the closing price of Potash One shares on November 19, 2010 on the Toronto Stock Exchange;
- 31.3% premium over the 10-day weighted average trading price of the shares up to and including November 19, 2010; and
- 82.2% premium to Potash One’s share price of CAD 2.47 on August 16, 2010, the day prior to Potash Corp’s rejection of BHP Billiton’s unsolicited proposal.

The Potash One Board of Directors has unanimously determined that the transaction is fair to Potash One shareholders and is in the best interests of the company and its shareholders. The Board recommends that shareholders tender their common shares to the offer. Potash One’s Board has received an opinion from GMP Securities L.P. that the consideration to be received by the Potash One shareholders under the offer is fair from a financial point of view to those shareholders.

Potash One holds several potash exploration licenses in the Canadian province of Saskatchewan, including the Legacy Project – an advanced greenfield project to develop a potash solution mine. K+S estimates production capacity of up to 2.7 million tonnes of potassium chloride per year. The realisation of this production capacity would represent an approximately USD 2.5 billion capital investment into Saskatchewan and create up to 300 highly-skilled jobs. The project headquarters will be located in Saskatchewan, Canada. K+S expects initial production no earlier than 2015.

The transaction is to be effected by way of a takeover bid. Full details of the offer will be included in a formal offer and take-over bid circular which is expected to be mailed to the shareholders by mid-December 2010. A copy of the Support Agreement will be filed on within 24 hours of this release. The transaction is expected to close in the first quarter of 2011. The offer will be open for acceptance for a period of not less than 35 days and will be subject to certain customary conditions, including there having been validly deposited and not withdrawn at the expiry time at least 66 2/3% of the outstanding common shares on a fully diluted basis of Potash One. The transaction is not subject to “net benefit to Canada” review under the Investment Canada Act.

The directors and officers of Potash One will enter into lock-up agreements with K+S pursuant to which they have agreed to tender approximately 21% of the Potash One shares on a fully diluted basis to the offer. 

The Support Agreement provides for customary deal protections, including a non-solicitation covenant by Potash One, a five business day right for K+S to match any superior proposal received by Potash One and payment by Potash One to K+S of a termination fee of CAD 16.5 million if the offer is not completed in specified circumstances. The transaction is not subject to a financing condition.

K+S Aktiengesellschaft
Kassel, 22 November 2010

The Board of Executive Directors

End of ad hoc notification

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