Compass Minerals Receives Required Consents in Connection with Consent Solicitation and Cash Tender Offer for its 10-Percent Senior Subordinated Notes Due 2011.OVERLAND PARK, Kan. -- Pursuant to its previously announced 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 , 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 ), received consents from the holders of approximately $322.6 million, or 99.3 percent, of its outstanding 10-percent Senior Subordinated Notes Due 2011 (the "Notes") by the expiration of the consent solicitation today at 5:00 p.m. Eastern time. The number of consents received exceeded the number needed to approve the adoption of the proposed amendments to the indenture under which the Notes were issued. The terms of the tender offer and consent solicitation for the Notes are detailed in Compass Minerals Group's Offer to Purchase and Consent Solicitation Statement dated November 21, 2005 (the "Offer to Purchase"). Based on the consents received, Compass Minerals Group and the trustee under the indenture are expected to enter into a supplemental indenture that will, once operative, eliminate substantially all restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. , certain events of default and certain other related provisions of the indenture and the Notes. The supplemental indenture will not become operative unless and until payment is made for Notes accepted for purchase by Compass Minerals Group pursuant to the tender offer. Compass Minerals Group's offer to purchase the Notes is subject to the satisfaction or waiver of various conditions as described in the Offer to Purchase, including a financing condition. The tender offer is scheduled to expire at midnight Eastern time, December 19, 2005, subject to Compass Minerals Group's right to amend, extend or terminate the tender offer at any time. 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 Corp., 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 related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . Based in the Kansas City metropolitan area, Compass Minerals 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 Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 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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