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Jan. 20, 2011 Source: K + S news release K+S Aktiengesellschaft ("K+S") is pleased to announce that K+S Canada Holdings Inc. ("K+S Canada"), an indirect wholly owned subsidiary of K+S, has been advised by Kingsdale Shareholder Services Inc. (the "Depositary") that 78,802,378 common shares (the "Potash One Shares") of Potash One Inc. ("Potash One") (TSX:KCL) have been deposited to K+S Canada's offer to acquire all of the issued and outstanding Potash One Shares for CAD $4.50 in cash per Potash One Share (the "Offer") (representing approximately 81% of the Potash One Shares issued and outstanding as of January 18, 2011). All of the conditions to the Offer have been satisfied or waived and, accordingly, K+S Canada has taken up all Potash One Shares deposited to the Offer as of this date. Following the take up and payment of Potash One Shares deposited to the Offer to date, K+S Canada will own 78,802,378 Potash One Shares, representing approximately 81% of the Potash One Shares. K+S Canada has extended the expiration date of the Offer to 6:00 pm (Pacific standard time) on Friday, February 4, 2011 in order to permit shareholders of Potash One that have not tendered their Potash One Shares an opportunity to do so. About the Offer The board of directors of Potash One has unanimously determined that the Offer is fair to Potash One shareholders and in the best interest of Potash One and the Potash One shareholders and unanimously recommends that Potash One shareholders accept the Offer and deposit their Potash One common shares to the Offer. GMP Securities L.P. has previously delivered a fairness opinion to the board of directors of Potash One in connection with the Offer. The Offer was made on the basis of CAD $4.50 in cash for each Potash One Share. The details of the Offer are contained in the take-over bid circular. The take-over bid circular and related documents have been filed on SEDAR, and Potash One's directors' circular has been filed on SEDAR. K+S Canada is preparing a notice of variation and extension to be sent to shareholders of Potash One reflecting the extension of the expiration date of the Offer. The notice of variation and extension will also be available on SEDAR once filed, which K+S Canada expects to do in short order. Potash One shareholders may obtain a copy of the take-over bid circular, letter of transmittal and notice of guaranteed delivery from the SEDAR web site at www.sedar.com, at the website for K+S Canada at www.k-plus-s.com and from the information agent, Kingsdale Shareholder Services Inc. ("Kingsdale"), who may be contacted toll-free at 1-888-518-6824. Copies of the directors' circular may be obtained from the SEDAR web site at www.sedar.com and at Potash One's web site at www.potash1.ca. The Depositary for the Offer is Kingsdale. Inquiries should be directed to the Depositary toll-free at 1-888-518-6824 or contactus@kingsdaleshareholders.com. National Bank Financial Inc. is acting as exclusive financial advisor to Potash One and Farris, Vaughan, Wills & Murphy LLP is acting as its legal counsel. Morgan Stanley & Co. Incorporated is acting as exclusive financial advisor to K+S, and Borden Ladner Gervais LLP is acting as K+S' legal counsel. 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). Tweet |
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