PotashCorp Withdraws K+S Proposal

Potash Corporation of Saskatchewan Inc. (PotashCorp) announced that it has withdrawn its proposal to negotiate a transaction with K+S Aktiengesellschaft (K+S)

. The private proposal of €41 per share on May 31, 2015 sought to bring together complementary assets that would have enhanced financial resources and allowed the combined company and its stakeholders to benefit from greater diversification across geographies and products. It reflected a 59 percent premium to the volume weighted average of K+S' share price during the prior 12 months and included comprehensive, credible commitments to K+S' employees, unions and communities. "Our proposal reflected full and fair value, and was predicated on a collaborative process with access to customary due diligence," said Jochen Tilk, PotashCorp President and CEO. "Since that time, challenging macroeconomic conditions have contributed to a significant decline of global commodity and equity markets, with potash peer stocks down almost 40 percent*. In light of these market conditions and a lack of engagement by K+S management, we have concluded that continued pursuit of a combination is no longer in the best interests of our shareholders." PotashCorp will continue to focus on its disciplined growth strategy. With a strong balance sheet, top-tier assets and a track record of operational excellence, PotashCorp believes it is well positioned to capture future opportunities. * Based on average of peer group including The Mosaic Company, Israel Chemicals Ltd. and Intrepid Potash Inc.; excludes PJSC Uralkali given expected delisting from exchanges. PotashCorp is the world's largest integrated fertilizer and related industrial and feed products company by capacity and plays an integral role in global food production. PotashCorp is the world's largest producer, by capacity, of potash and one of the largest producers of nitrogen and phosphate. These three essential nutrients are required to help farmers grow healthier, more abundant crops. With the global population rising and diets improving in developing countries, these nutrients offer a responsible and practical solution to meeting the long-term demand for food. While agriculture is its primary market, the company also produces products for animal feed and industrial uses. PotashCorp's common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange.