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

Kassel (euro adhoc) -

K+S Aktiengesellschaft / Continuation of growth strategy
 Potash One 
agrees to friendly takeover by K+S for CAD 4.50 per share in cash
  Corporate news transmitted by euro adhoc. The issuer/originator is solely
  responsible for the content of this announcement.
Mergers - Acquisitions - Takeovers/Company Information
Subtitle: K+S Aktiengesellschaft / Continuation of growth strategy 
Potash One agrees to friendly takeover by K+S for CAD 4.50 per share 
in cash
Vancouver/Kassel, November 22, 2010
Continuation of growth strategy Potash One agrees to friendly 
takeover by K+S for CAD 4.50 per share in cash
• 31.3% premium over the 10-day weighted average trading price  • 
Potash One´s Board of Directors unanimously recommends shareholders 
tender to    the offer  • Expected production capacity of up  to  2.7
million  tonnes  would  lead  to    approximately USD 2.5 billion 
investment in Saskatchewan and the creation  of    up to 300 highly 
skilled jobs
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*  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.
Paul Matysek, President and CEO of Potash  One,  states:  "Today's  
announcement delivers on our commitment to maximize value for Potash 
One  shareholders  while eliminating  further  risks  inherent  in  
developing  and  funding  the  Legacy Project. We have advanced this 
property  from  a  greenfield  discovery  to  an economically robust,
permitted, feasibility stage, solution mining project.  K+S is a 
highly qualified global leader with over 100 years  of  experience  
in  the potash industry and a market capitalization of close to EUR 
10 billion  (USD  13 billion);  they  have  the  technical  and  
operational  depth  and  the  proven marketing and sales expertise to
successfully bring Legacy forward." Norbert  Steiner,  Chairman  of  
the  Board  of  Executive  Directors  of   K+S, highlights: "Our 
all-cash  offer  provides  certain  and  compelling  value  for 
Potash One shareholders. The offer complements our  growth  strategy 
to  expand our potash capacities and our average mine life.  
Furthermore,  the  new  potash assets together with  our  existing  
domestic  potash  sites  will  enhance  our international 
competitiveness and as a result strengthen the K+S Group  overall, in
Europe as well as Overseas."
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  www.sedar.com  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* 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* 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.
As a condition of entering into the Support Agreement, an affiliate 
of  K+S  has subscribed for CAD 30 million convertible secured  
debenture  from  Potash  One. The  proceeds  from  the  debenture  
will  be  used  to  fund  immediate   water infrastructure 
construction commitments  related  to  the  Legacy  Project.  The 
debenture bears interest at the rate of 8% per annum  and  will  
mature  on  the earlier of: (a) five business days after  the  date  
the  Support  Agreement  is terminated; and (b) November 24, 2011. 
Subject to regulatory  approval,  at  the option of either the holder
or Potash One, the debenture will be convertible  on maturity into 
Potash One shares at a conversion price of  CAD  4.00  per  share. 
Potash One will have the right to prepay the debenture  at  any  time
in  cash, subject to the holder´s right to elect to have the  
prepayment  amount  paid  in shares. Potash One´s debenture 
obligations will be  secured  by  all  of  Potash One´s assets, and 
the closing of the purchase will occur on  or  about  November 24, 
2010.
National Bank Financial Inc. is acting as exclusive financial advisor
to  Potash One and Farris, Vaughan, Wills & Murphy LLP  is  acting  
as  legal  counsel.  In addition, GMP Securities L.P. is providing a 
fairness opinion to  the  board  of directors of Potash  One.  Morgan
Stanley  &  Co.  Incorporated  is  acting  as exclusive financial 
advisor to K+S, and Borden Ladner Gervais LLP is  acting  as legal 
counsel.
About Potash One Potash One Inc. is a TSX-listed (symbol: KCL) 
Canadian resource company  engaged in the exploration and development
of advanced potash  properties.  The  Company owns 100% of more than 
515,000 acres of Potash  Subsurface  Exploration  Permits in 
Saskatchewan, Canada. It includes the Legacy Project.  For  more  
information please visit Potash One´s website www.potash1.ca.
About K+S The K+S  Group  is  one  of  the  world's  leading  
suppliers  of  standard  and speciality fertilizers. In  the  salt  
business,  K+S  is  the  world´s  leading producer with sites in 
Europe as well as North and South America. K+S  offers  a 
comprehensive range  of  goods  and  services  for  agriculture,  
industry,  and private consumers which provides growth opportunities 
in virtually every  sphere of daily life. The K+S Group employs more 
than 15,000 people. The  K+S  share  - the only commodities stock on 
the German DAX index - is  listed  on  all  German stock exchanges 
(ISIN: DE0007162000, symbol: SDF). More  information  about  K+S can 
be found at www.k-plus-s.com.
* on a fully diluted basis, i.e. including all option, conversion and
other subscription rights
Your contact persons:
K+S Aktiengesellschaft
Press:
Michael Wudonig, CFA
phone: +49 561 9301-1262
fax: +49 561 9301-1666 
michael.wudonig@k-plus-s.com
Investor Relations:
Christian Herrmann, CFA
phone: +49 561 9301-1460
fax: +49 561 9301-2425 
christian.herrmann@k-plus-s.com
Potash One
Paul F. Matysek, M.Sc., P.Geo.
President and Chief Executive Officer
phone:      +1 604 331-4431
fax:  +1 604 408-4799
Further Information for Potash One Inc. Shareholders: Please contact 
the  Depository  and  Information  Agent  Kingsdale  Shareholder
Services Inc., at +1 888 518-6799 toll free in North America, or at +1 416  867-
2272     outside     of     North     America,     or     by      e-mail      at 
contactus@kingsdaleshareholder.com.
Media: Joel Shaffer, Kingsdale Communications Inc., +1-416-867-2327.
Forward-Looking Statements: Statements in this release that  are  
forward- looking statements are subject  to  various  risks  and  
uncertainties  as disclosed in the corporations' periodic filings 
with applicable securities regulators. Such statements represent 
management's best judgment as of the date hereof based on information
currently available. Statements  in  this press  release  other  than
purely  historical   information,   including statements relating to 
the  companies'  future  plans  and  objectives  or expected results,
constitute forward-looking statements.  Forward  looking statements 
are based on numerous assumptions and are subject to all of the risks
and uncertainties inherent in  the  companies'  business,  including 
risks inherent in mineral exploration and development.  The  
companies  do not assume the obligation to  update  any  
forward-looking  statement.  In particular, a decision to place the 
Legacy Project into  development,  and the implementation of  that  
decision,  are  subject  to  numerous  risks, including the ability 
to access capital  sufficient  to  finance  start-up costs. 
Additional risks include changes to economic factors  used  in  the 
feasibility  study  that  may  impact  the  feasibility  of  the  
Project, unexpected  limitations  on  the  potential  expansion  of  
estimates   of resources and reserves, permitting risks and other 
economic and processing factors, all of which may be beyond our 
control.
end of announcement                               euro adhoc

Further inquiry note:

Press:
Michael Wudonig, CFA
phone: +49 561 9301-1262
fax: +49 561 9301-1666
michael.wudonig@k-plus-s.com

Investor Relations:
Christian Herrmann, CFA
phone: +49 561 9301-1460
fax: +49 561 9301-2425
christian.herrmann@k-plus-s.com

Branche: Chemicals
ISIN: DE0007162000
WKN: 716200
Index: DAX, Midcap Market Index, CDAX, Classic All Share, HDAX,
Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / regulated dealing
Hamburg / regulated dealing
Stuttgart / regulated dealing
Düsseldorf / regulated dealing
Hannover / regulated dealing
München / regulated dealing

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