EANS-News: K+S Aktiengesellschaft / Continuation of growth strategy Potash One agrees to friendly takeover by K+S for CAD 4.50 per share in cash

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

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Corporate news transmitted by euro adhoc. The issuer/originator is solely
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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

Kassel (euro adhoc) - 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
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ots Originaltext: K+S Aktiengesellschaft
Im Internet recherchierbar: http://www.presseportal.de

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