UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

__________________________________________ 

 ) 

In the Matter of ) 

 ) 

K+S Aktiengesellschaft ) 

 a corporation; ) 

 ) File No. 091 0086

 and ) 

 ) 

 ) 

 International Salt Company LLC, ) 

 a limited liability company. ) 

 ) 

 ) 

__________________________________________) 

AGREEMENT CONTAINING CONSENT ORDER 

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition of Morton International, Inc. (“Morton”), from The Dow Chemical 

Company (“Dow”), by K+S Aktiengesellschaft (“K+S”), the parent of International Salt 

Company LLC (“ISCO”), and it now appearing that K+S and ISCO, hereinafter sometimes 

referred to as “Proposed Respondents,” are willing to enter into this Agreement Containing 

Consent Order (“Consent Agreement”), to divest certain assets and providing for other relief; 

IT IS HEREBY AGREED by and between Proposed Respondents, their duly authorized 

officers and attorney, and counsel for the Commission that: 

1. Proposed Respondent K+S is a German stock corporation, organized, existing and doing 

business under and by virtue of the laws of Germany, with its office and principal place 

of business located at Bertha-von-Suttner Str. 7, 34131 Kassel, Germany. 

2. Proposed Respondent ISCO is a Delaware limited liability company, existing and doing 

business under and by virtue of the laws of the United States as a wholly-owned 

subsidiary of K+S, with its offices and principal place of business located at 655 

Northern Boulevard, Clarks Summit, Pennsylvania 18411. 

3. Proposed Respondents waive: 

a. Any further procedural steps;
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b. Any requirement that the Commission’s Decision and Order, attached hereto and 

made a part hereof, contain a statement of findings of fact and conclusions of law;

c. All rights to seek judicial review or otherwise to challenge or contest the validity 

of the Decision and Order entered pursuant to this Consent Agreement; and 

d. Any claim under the Equal Access to Justice Act. 

4. Proposed Respondents shall submit an initial report, pursuant to Section 2.33 of the 

Commission=s Rules, 16 C.F.R. ' 2.33, within thirty (30) days after the date they execute 

this Consent Agreement. Such report shall be signed by the Proposed Respondents and 

shall set forth in detail the manner in which the Proposed Respondents have to date 

complied or have prepared to comply, are complying, and will comply with the Decision 

and Order. Such report will not become part of the public record unless and until the 

Consent Agreement and Decision and Order are accepted by the Commission for public 

comment. 

 

5. In the above-described report, Proposed Respondents shall provide sufficient information 

and documentation to enable the Commission to determine independently whether 

Proposed Respondents are in compliance with this Consent Agreement and the Order. 

All reports shall be verified by a notarized signature or sworn statement of the Chief 

Executive Officer or other officer or director of Proposed Respondents specifically 

authorized to perform this function, or self verified in the manner set forth in 28 U.S.C. 

' 1746. Section 2.41(a) of the Commission=s Rules of Practice requires that an original 

and two copies of all compliance reports be filed with the Commission. Proposed 

Respondents shall file the original report and one copy with the Secretary of the 

Commission, and shall send at least one copy directly to the Bureau of Competition=s 

Compliance Division. 

6. This Consent Agreement shall not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If this Consent Agreement is accepted 

by the Commission, it will be placed on the public record for a period of thirty (30) days 

and information in respect thereto publicly released. The Commission thereafter may 

either withdraw its acceptance of this Consent Agreement and so notify Proposed 

Respondents, in which event it will take such action as it may consider appropriate, or 

issue and serve the Decision and Order, in disposition of the proceeding. 

7. This Consent Agreement is for settlement purposes only and does not constitute an 

admission by Proposed Respondents that the law has been violated as alleged in the draft 

of Complaint here attached, or that the facts as alleged in the draft of Complaint, other 

than jurisdictional facts, are true. 

8. This Consent Agreement contemplates that, if it is accepted by the Commission, and if 

such acceptance is not subsequently withdrawn by the Commission pursuant to the 

provisions of Commission Rule 2.34, 16 C.F.R. ' 2.34, the Commission may, without 
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further notice to the Proposed Respondents: (1) issue and serve its Complaint 

corresponding in form and substance with the draft of Complaint here attached and its 

Decision and Order, and (2) make information public with respect thereto. 

9. When final, the Decision and Order shall have the same force and effect and may be 

altered, modified, or set aside in the same manner and within the same time provided by 

statute for other orders. The Decision and Order shall become final upon service. 

Delivery of the Complaint and the Decision and Order to Proposed Respondents by any 

means provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a) – including, but not 

limited to, delivery to Respondents’ Counsel as identified in this Consent Agreement – 

shall constitute service. Respondents waive any right they may have to any other manner 

of service. Proposed Respondents also waive any right they may otherwise have to 

service of any Appendices incorporated by reference into the Decision and Order that are 

in the possession of Proposed Respondents, and agree that they are bound to comply with 

and will comply with the Decision and Order to the same extent as if they had been 

served with copies of the Appendices. 

10. The Complaint may be used in construing the terms of the Decision and Order and no 

agreement, understanding, representation, or interpretation not contained in the Decision 

and Order may be used to vary or contradict the terms of the Decision and Order. 

11. Proposed Respondents have read the draft Complaint and the Decision and Order 

contemplated hereby. By signing this Consent Agreement, Proposed Respondents 

represent and warrant that: 

a. they can accomplish the full relief contemplated by the attached Decision and 

Order; 

b. all parents, subsidiaries, affiliates, and successors necessary to effectuate the full 

relief contemplated by this Consent Agreement and the attached Decision and 

Order are parties to this Consent Agreement and the attached Decision and Order 

and are bound thereby as if they had signed this Consent Agreement and were 

made parties to this proceeding and to the Decision and Order; 

c. notwithstanding any provision in the Divestiture Agreements (as defined in the 

Decision and Order), Proposed Respondents have obtained all third-party 

approvals and consents necessary to complete the required divestitures or will do 

so prior to completing the acquisition of Morton; 

d. all Divestiture Agreements (as defined in the Decision and Order) comport with 

all of the relevant requirements of the Decision and Order, require Proposed 

Respondents to divest all assets required to be divested pursuant to the Decision 

and Order, and comply with all other related provisions of the Decision and 

Order; and 
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e. Proposed Respondents shall interpret each Divestiture Agreement approved by 

the Commission in a manner that is fully consistent with all of the relevant 

provisions and the remedial purposes of the Decision and Order. 

 

12. Proposed Respondents understand that once the Decision and Order has been issued, they 

will be required to file one or more compliance reports showing how they have complied, 

and are complying with the Decision and Order. 

13. Proposed Respondents agree to comply with the terms of the proposed Decision and 

Order from the date they sign this Consent Agreement; provided, however, that Proposed 

Respondents will have no obligation to comply with the terms of the proposed Decision 

and Order if the Commission withdraws its acceptance of this Consent Agreement. 

Proposed Respondents further understand that they may be liable for civil penalties in the 

amount provided by law for each violation of the Decision and Order after it becomes 

final. 
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K+S Aktiengesellschaft FEDERAL TRADE COMMISSION 

 

__________________________ ______________________________ 

Norbert Steiner Jill M. Frumin 

Chairman of the Board of Executive Directors Joseph Brownman 

K+S Aktiengesellschaft Jeanne Liu 

 Michelle Fetterman 

Dated: _________________, 2009 Stephanie Reynolds 

 Attorneys 

 Bureau of Competition 

___________________________ 

Jörg Bettenhausen 

Head of Finance APPROVED: 

K+S Aktiengesellschaft 

 

Dated: _________________, 2009 _____________________________ 

 Joan L. Heim 

Deputy Assistant Director 

 Bureau of Competition

International Salt Company LLC 

 

___________________________ ______________________________ 

Mark L. Roberts Matthew Reilly 

President, Chief Executive Officer, and Assistant Director 

 Director Bureau of Competition 

International Salt Company LLC 

 

Dated: _________________, 2009 ______________________________ 

 Norman Armstrong 

 Acting Deputy Director 

 Bureau of Competition 

______________________________ 

Paul L. Yde 

Freshfields Bruckhaus Deringer US LLP ______________________________ 

Counsel to K+S Aktiengesellschaft and Richard A. Feinstein 

International Salt Company LLC Director 

 Bureau of Competition 

Dated: __________________, 2009