7 February 2011
Successful conclusion of take-over offer
K+S Increases Ownership of Potash One to 90.9%
- Additional 9.3% deposited to the offer since January 18, 2011
- Takes-up all deposited Potash One Shares
- Offer not extended; Completion of compulsory acquisition within the next 90 days expected
K+S Aktiengesellschaft (“K+S”) is pleased to announce that its indirect wholly-owned subsidiary, K+S Canada Holdings Inc. (“K+S Canada”), has been advised by Kingsdale Shareholder Services Inc. that an additional 9,006,887 common shares (the “Potash One Shares”) of Potash One Inc. (“Potash One”) (TSX:KCL) have been deposited since January 18, 2011 to K+S Canada’s offer to acquire all of the issued and outstanding Potash One Shares for $4.50 in cash per Potash One Share (the “Offer”) (representing approximately 9.3% of the Potash One Shares issued and outstanding as of February 4, 2011).
Including the Potash One Shares previously taken up and paid for by K+S Canada on January 18, 2011, the aggregate number of Potash One Shares owned by K+S Canada and deposited to the Offer is approximately 87,809,265 Potash One Shares (representing approximately 90.9% of the Potash One Shares issued and outstanding as of February 4, 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.
The Offer expired at 6:00 pm (Pacific standard time) on February 4, 2011, and has not been extended.
Since the Offer has been accepted by the holders of more than 90% of the Potash One Shares, K+S Canada intends to exercise its right to acquire the remaining approximately 8,718,914 outstanding Potash One Shares pursuant to a compulsory acquisition under the Canada Business Corporations Act. K+S Canada expects to complete the compulsory acquisition within the next 90 days.
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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking information within the meaning of applicable securities laws relating to K+S Canada, K+S, Potash One and their respective operations. All statements, other than statements of historical fact, are forward-looking statements or information. These forward-looking statements or information relate to, among other things the timing and prospects for the compulsory acquisition by K+S Canada of the remaining outstanding Potash One Shares that K+S Canada does not own. These statements reflect the current views of K+S Canada with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by K+S Canada, are inherently subject to significant business, economic, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained in this press release and K+S Canada has made assumptions based on or related to many of these factors. Such factors include, without limitation: fluctuations in currency markets (particularly with respect to the Euro, the U.S. dollar and Canadian dollar); risks related to the technological and operational nature of K+S Canada’s, K+S’ and Potash One’s respective businesses; changes in national and local government legislation, permitting, taxation, controls or regulations and political or economic developments in Canada, United States, Germany or other countries where K+S Canada, K+S and Potash One may carry on business in the future; risks and hazards associated with the business of mineral exploration, development and solution mining (including environmental hazards, unusual or unexpected geological or structural formations, pressures, cave-ins, subsidence and flooding); risks relating to the creditworthiness and financial condition of suppliers and other parties which K+S Canada deals with; inadequate insurance or inability to obtain insurance to cover these risks and hazards; employee relations; relationships with and claims by local communities and First Nations; availability and increasing costs associated with solution mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits; diminishing quantities or grades of mineral reserves as properties are mined; global financial conditions; business opportunities that may be presented to, or pursued by K+S Canada; K+S’ ability to complete and successfully integrate acquisitions; challenges to, or difficulties in maintaining, K+S Canada’s, K+S’ or Potash One’s title to properties and continued ownership thereof; litigation; the actual results of current exploration activities, conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors; discrepancies between actual and estimated production, price volatility, increased competition in the potash and mining industries for properties, equipment, qualified personnel, and their costs and those factors that have been identified under the caption “Description Of Business — Risk Factors” in Potash One’s Annual Information Form filed with certain Canadian provincial securities regulatory authorities. Although K+S Canada has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. K+S Canada does not intend and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances where any other events affecting such statements or information, other than as required by applicable laws. Investors are cautioned against attributing undue reliance on forward-looking information.



