Compass Minerals Group Acquires IMC Global’s Salt and Ogden Businesses

Compass Minerals Group, Inc. acquired the salt and ogden businesses of IMC Global Inc., including its Canadian subsidiary, Sifto Canada Inc., in a merger transaction valued at approximately US$640 million, on November 28, 2001. In connection with the merger transaction, Compass and other affiliates, including Sifto entered into a credit agreement with The Chase Manhattan Bank and other lenders. Compass is affiliated with Apollo Management, L.P. of New York City. Apollo is among the most active and successful private investment firms in the U.S. in terms of both number of investment transactions completed and aggregate dollars invested. IMC is the world’s largest producer and marketer of concentrated phosphates and potash crop nutrients for the agricultural industry and a leading global provider of feed ingredients for the animal nutrition industry.

Stikeman Elliott acted as Canadian counsel and Latham & Watkins acted as U.S. counsel for the acquiror and other affiliated entities on both the acquisition and the financing. The Stikeman Elliott team included Kenneth Ottenbreit and Marie-Josée Henri (corporate) in New York, and Brenda Hebert (real estate and financing), Shawn Neylan, Jason Gudofsky (competition), Larry Cobb (environmental) and John Lorito (tax) in Toronto, with further assistance from special local counsel, Stuart Wicijowki of McDougall Gauley in Saskatchewan, and Paul Murphy, assisted by Kelly Greenwood and John Alward of Patterson Palmer in Nova Scotia. The Latham & Watkins team included Raymond Lin, Hal Lloyd, Betsy Mukamal, Geoffrey Manne, Janet Brody and Lucy Martin in New York, and E. Marcellus Williamson in Washington. Robert Schlossberg and Shannon Johnson of Morgan, Lewis & Bockius LLP in Washington also acted on behalf of the acquiror and affiliated entities in respect of U.S. regulatory matters.

IMC was represented, with respect to U.S. legal matters, by Skadden, Arps, Slate, Meagher & Flom LLP, assisted on Canadian competition legal matters by Fraser Milner Casgrain LLP and on other Canadian legal matters pertaining to Sifto by Fasken Martineau DuMoulin LLP. The Skadden team was led by Roger Aaron, Steve Arcano and Marie Gibson in New York. The Fraser Milner team included Randy Hughes, Susan Paul and Jennifer Trent, and the Fasken Martineau team was comprised of Neil Smiley, Douglas Scott and Allison Allaster.

Blake, Cassesls & Graydon LLP acted as Canadian counsel for the lenders. The Blakes team included Silvana D\'Alimonte and Nathan Cheifetz in Toronto.