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CMP > SEC Filings for CMP > Form 8-K on 24-Mar-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Other Events, Fina

Item 1.01. Entry into a Material Definitive Agreement

On March 19, 2014, Compass Minerals International, Inc. ("Compass Minerals"), together with its wholly-owned indirect subsidiary Compass Minerals Manitoba Inc. ("Purchaser"), entered into a Share Purchase Agreement (the "Share Purchase Agreement") with the shareholders of Wolf Trax Inc., a Manitoba corporation ("Wolf Trax"). Pursuant to the Share Purchase Agreement, Purchaser will acquire 100% of the issued and outstanding capital stock of Wolf Trax from these shareholders (the "Vendors") for a purchase price of Canadian $95,000,000 (the "Purchase Price") at the closing (the "Closing"). The Purchase Price is subject to customary adjustments as described in the Share Purchase Agreement.

The Closing is expected to occur on April 1, 2014, subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) the accuracy of representations and warranties; and (ii) compliance with agreements and covenants.

The Share Purchase Agreement contains customary representations, warranties and covenants of Vendors and Purchaser. Subject to certain limitations, the Vendors and Purchaser are also obligated to indemnify each other for breaches of representations, warranties and covenants made in the Share Purchase Agreement and certain other matters. A portion of the Purchase Price will be held in escrow to satisfy, in whole or in part, Purchaser's claims under that Share Purchase Agreement. Compass Minerals guarantees the obligations of Purchaser under the Share Purchase Agreement.

Item 8.01. Other Events

On March 20, 2014, Compass Minerals issued a press release announcing execution of the Share Purchase Agreement. This press release is attached as Exhibit 99.1 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired: Not applicable.

(b) Pro Forma Financial Information: Not applicable.

(c) Shell Company Transactions: Not applicable.

(d) Exhibits:

Exhibit No. Document
99.1 Press Release dated March 20, 2014

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