EANS-Adhoc: K+S Aktiengesellschaft / 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

--------------------------------------------------------------------------------
ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
--------------------------------------------------------------------------------

22.11.2010

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
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 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 announcement euro adhoc
--------------------------------------------------------------------------------

ots Originaltext: K+S Aktiengesellschaft
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Christian Herrmann

Telefon: +49(0)561-9301-1460

E-Mail: 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