ACQUISITION OF MORTON SALT

Transcription

1 ACQUISITION OF MORTON SALT 2 April 2009 Experience growth.

2 Disclaimer This presentation contains facts and forecasts that relate to the future development of the K+S Group and its companies. The forecasts are estimates that we have made on the basis of all information available to us at this moment in time. Should the assumptions underlying these forecasts prove not to be correct, actual events may deviate from expectations as set forth at the present time. 2 April 2009 K+S Group 1

3 Agenda Transaction Highlights Morton Salt Overview Transaction Summary 2 April 2009 K+S Group 2

4 K+S Acquires Morton Salt Acquisition of Morton Salt represents an excellent opportunity to grow our global salt business Nature of Transaction Acquisition of the salt business of Rohm and Haas, a wholly owned subsidiary of The Dow Chemical Company 100% cash consideration; fully underwritten by Dresdner Kleinwort, Société Générale and Unicredit (HVB) Closing expected mid year 2009 Transaction Value USD billion Closing Conditions Receipt of required antitrust approvals 2 April 2009 K+S Group 3

5 An Excellent Opportunity Balancing Growth, Enhancing Profitability Growth Asset Quality Diversification Operational Synergies Financials Benefits Execution Combines highly complementary operations to create the North American and global leader in salt Offers widespread, close-to-customer production sites in the U.S. and Canada Adds the leading salt consumer brand and a nationwide distribution network Extends and diversifies geographic presence in the North American salt market Enhances access to North American industrial and consumer markets Provides access to new and less volatile de-icing regions Strengthens K+S Group overall, in Europe and Overseas Leverages the leading salt consumer brand to existing product portfolio Optimizes logistics between Chile, Brazil and North America EPS will be clearly accretive from 2010 onwards; consistent with acquisition criteria Benefits from profitable salt business with strong cash flow generation Maintains a strong, flexible balance sheet Limited overlap facilitates smooth integration Immediate delivery of benefits to employees, customers and shareholders 2 April 2009 K+S Group 4

6 Agenda Transaction Highlights Morton Salt Overview Transaction Summary 2 April 2009 K+S Group 5

7 Morton Salt Overview Leading producer of food grade salt, industrial and de-icing salt in the U.S. and in Canada North America s favorite salt consumer brand ( The Morton Umbrella Girl ) De-icing salt 42% Revenues by product group * 2008 Food grade salt 22% 6 rock salt mines, 7 solar evaporation facilities and 10 vacuum pan operations as well as 62 salt stockpiles and 61 distribution centers Salt for chemical use 2% Industrial salt 34% Annual salt production capacity of 13.1 million tonnes Key metrics USD million ,900 employees Headquartered in Chicago; founded in 1848 Sales volume (million tonnes) Revenues EBITDA , , * Adjusted to K+S classification 2 April 2009 K+S Group 6

8 Morton Salt s North American Presence Manistee, MI Lindbergh, AB Regina, SK St. Paul, MN Chicago, IL Ojibway, ON Mines Seleine, QC Pugwash, NS Silver Springs, NY Grantsville, UT Newark, CA Long Beach, CA Solar evaporation salt Rock salt Vacuum salt Centers of supply Deposits (mainly rented) Headquarters Glendale, AZ Hutchinson, KS Grand Saline, TX Weeks Island, LA Windsor, ON Fairport,OH Rittman, OH Cincinnati, OH Port Canaveral, FL Inagua, BH Perth Amboy, NJ Capacity by production methods Vaccuum salt 18% Rock salt 63% 2 April 2009 K+S Group Solar evaporation salt 19%

9 Strengthening the Salt Portfolio K+S stand alone (2008 revenues) K+S and Morton Salt (2008 pro forma revenues) Other 10.6% Food grade salt 15.8% Other 4.5% Food grade salt 19.2% De-icing salt 35.2% Industrial salt 27.3% De-icing salt 39.0% Industrial salt 31.3% Salt for chemical use 11.1% Salt for chemical use 6.0% Strengthening of food grade salt, industrial salt and de-icing salt Provides important regional balance in de-icing salt 2 April 2009 K+S Group 8

10 Delivering Balanced Growth K+S stand alone (2008: 4.8 billion) K+S and Morton Salt (2008 pro forma: 5.6 billion) * Revenues by business segments Salt 12.9% fertiva 18.8% Complementary 2.6% Potash and Magnesium Products 50.0% Salt 25.8% Complementary 2.2% Potash and Magnesium Products 42.6% fertiva 16.0% COMPO 15.7% COMPO 13.4% Revenues by region Overseas 32% Europe 68% Overseas 42% Europe 58% * USD/EURO 1.47 Increases less cyclical salt share Strengthens K+S Group overall, in Europe and Overseas Growth strategy in fertilizers unchanged 2 April 2009 K+S Group 9

11 The Global Leader in Salt 30, , Worldwide Salt Production Capacity Capacity in million tonnes (crystallized salt and salt in brine; excl. captive use) 20, , , , ,0 0.0 Pro Forma K+S/ Morton China National Salt Ind. K+S Compass Minerals Cargill Morton Salt Dampier Salt Artyomsol Exportadora del Sal Südsalz Salins Group Mitsui & Co. Akzo (GER/USA) (China) (GER) (USA) (USA) (USA) (AUS) (Ukraine) (MEX) (GER) (France) (AUS) (NL) Sources: Roskill, K+S 2 April 2009 K+S Group 10

12 Executing Our Salt Strategy 5 Acquire Morton Salt, a leading salt producer in North America K+S 4 Morton Salt Acquired No.1 salt producer in South America through SPL acquisition - Market entry into U.S. and Latin America - Expansion potential to Asia SPL Originally, salt business with high exposure to de-icing and industrial salt in Europe Added salt for chemical use through the acquisition of Frisia Zout (NL) Created No.1 salt producer in Europe through the acquisition of Solvay salt business 2 April 2009 K+S Group 11

13 Agenda Transaction Highlights Morton Salt Overview Transaction Summary 2 April 2009 K+S Group 12

14 Acquisition Financing Enterprise value of USD billion Up to 1.4 billion debt financing; fully underwritten by Dresdner Kleinwort, Société Générale and Unicredit (HVB) Acquisition in line with K+S stated capital structure targets No change in K+S dividend policy Tranche A Tranche B Tranche C Structure 500 million Bridge Loan 300 million Amortizing Loan 600 million Revolving Credit Facility Repayment Bullet 100 million annually Bullet Maturity 1 year + 6 months 3 years 3 years 2 April 2009 K+S Group 13

15 Operational Synergies and Integration Operational synergies Leverage the leading Morton brands to enhance sales of packaged ISCO de-icing products and water softening salts Use Morton brand and K+S products as well as K+S know-how in food grade potash to take advantage of the low sodium trend Optimize logistics of product flows in North and South America (SPL Chile, SDB Brazil and Morton and ISCO North America) Integration Virtually no overlap in markets Seasoned local management to drive expansion in North America Contractual agreement with Rohm and Haas to continue to supply administrative support (Reporting, Treasury, Tax, HR, IT, etc.) for a transition period 2 April 2009 K+S Group 14

16 An Excellent Opportunity Balancing Growth, Enhancing Profitability Growth Asset Quality Diversification Operational Synergies Financials Benefits Execution Combines highly complementary operations to create the North American and global leader in salt Offers widespread, close-to-customer production sites in the U.S. and Canada Adds the leading salt consumer brand and a nationwide distribution network Extends and diversifies geographic presence in the North American salt market Enhances access to North American industrial and consumer markets Provides access to new and less volatile de-icing regions Strengthens K+S Group overall, in Europe and Overseas Leverages the leading salt consumer brand to existing product portfolio Optimizes logistics between Chile, Brazil and North America EPS will be clearly accretive from 2010 onwards; consistent with acquisition criteria Benefits from profitable salt business with strong cash flow generation Maintains a strong, flexible balance sheet Limited overlap facilitates smooth integration Immediate delivery of benefits to employees, customers and shareholders Morton Salt Consistent With Our Growth Strategy 2 April 2009 K+S Group 15

17 K+S Aktiengesellschaft Bertha-von-Suttner-Straße Kassel (Germany) phone: +49 (0)561 / fax: +49 (0)561 / Communications phone: +49 (0)561 / fax: +49 (0)561 / pr@k-plus-s.com Internet: Investor Relations phone: +49 (0)561 / fax: +49 (0)561 / investor-relations@k-plus-s.com Internet: Experience growth.