Compass Minerals Announces Price for Tender Offer for 10-Percent Senior Subordinated Notes Due 2011.OVERLAND PARK, Kan. -- Compass Minerals Group, a subsidiary of Compass Minerals International, Inc. (NYSE NYSE See: New York Stock Exchange :CMP CMP (cytidine monophosphate): see cytosine. (1) (CMP Media LLC, Manhasset, NY, www.cmp.com) Part of United Business Media, CMP is a leading integrated media company that offers a wide variety of publications and services in the information ), has priced its cash tender offer to purchase any and all of its outstanding 10-percent Senior Subordinated Notes due 2011. The tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for the Notes is being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated November 21, 2005 (the "Offer to Purchase") and the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent ("Letter of Transmittal"). Upon consummation of the tender offer, Compass will pay holders who validly tendered and did not withdraw their Notes on or before 5:00 p.m. Eastern time on Monday, December 5, 2005 (the "Consent Date") total consideration of $1,080.82 for each $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the settlement date. The total consideration includes a consent payment equal to $20 per $1,000 principal amount of Notes tendered. Holders whose Notes are validly tendered and not withdrawn after the Consent Date and on or before midnight Eastern time on Monday, December 19, 2005 (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. ") will be eligible to receive the tender offer consideration, namely the applicable total consideration minus the consent payment or $1,060.82 per $1,000 of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the settlement date. As described in more detail in the Offer to Purchase, the total consideration and the tender offer consideration for the Notes was determined based on a fixed spread of 50 basis points over the bid-side yield of 4.344 percent on the 2.375-percent U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Note due August 15, 2006 (as quoted today at 2:00 p.m. Eastern time on page BBT BBT basal body temperature. BBT, n See technique, Buteyko breathing. 3 of the Bloomberg Government Pricing Monitor). The tender offer will expire on the Expiration Date, subject to Compass' right to amend, extend or terminate the tender offer at any time. Consummation of the tender offer and consent solicitation, and payment of the tender offer consideration and consent payment, are subject to the satisfaction or waiver of various conditions, as described in the Offer to Purchase, including a financing condition. Settlement of the tender offer is expected to occur on or about December 22, 2005, unless the tender offer is extended. J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation and may be contacted at 212-834-3424 (collect calls accepted) or toll free at 866-834-4666. Requests for documents may be directed to Global Bondholder Services, Inc., the Information Agent, at 212-430-3774 (collect calls accepted) or toll free at 866-470-3700. This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes. The tender offer for the Notes and the related consent solicitation are only being made pursuant to the Offer to Purchase and the Letter of Transmittal. Based in the Kansas City metropolitan area, Compass is the second-leading salt producer in North America and the largest in the United Kingdom. The company operates nine production facilities, including the largest rock salt mine in the world in Goderich, Ontario, and two packaging facilities. The company's product lines include salt for highway deicing De-icing is the process of removing ice from a surface. Anti-icing is the process of preventing ice from forming on a surface. Deicing can be accomplished by mechanical methods (scraping), through the application of heat, by use of chemicals designed to lower , consumer deicing, water conditioning, consumer and industrial food preparation, agriculture and industrial applications. In addition, Compass is North America's leading producer of sulfate sulfate, chemical compound containing the sulfate (SO4) radical. Sulfates are salts or esters of sulfuric acid, H2SO4, formed by replacing one or both of the hydrogens with a metal (e.g., sodium) or a radical (e.g., ammonium or ethyl). of potash, which is used in the production of specialty fertilizers for high-value crops and turf, and magnesium chloride magnesium chloride Warning - High-alert drug! Chloromag, Mag 64, Mag Delay, Slo-Mag Pharmacologic class: Mineral Therapeutic class: , which is a premium deicing and dust control agent. This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on the Company's current expectations and involve risks and uncertainties that could cause the Company's actual results to differ materially. The differences could be caused by a number of factors including those factors identified in Compass Minerals International's annual report on form 10-k filed with the Securities and Exchange Commission on March 16, 2005. The Company will not update any forward-looking statements made in this press release to reflect future events or developments. |
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