CALGARY, ALBERTA -- Agrium Inc. today announced it is substantially increasing its exchange offer to acquire all of the outstanding shares of CF Industries Holdings Inc. to $85.20 per CF share based on Agrium's closing stock price on May 8, 2009. Under the revised terms, CF stockholders would receive $40.00 in cash, an increase of $5.00, or 14.3 percent, in the cash consideration, and one common share of Agrium for each CF share.



The increased offer represents a premium of 53 percent to CF's closing price on February 24, 2009, the day before Agrium announced its initial proposal, and 68 percent to the previous 30-day volume weighted average price.



Mike Wilson, Agrium's President and CEO, said, "This substantial increase in cash, along with Agrium's strong and diversified business profile, provides CF stockholders with a very attractive opportunity and reaffirms our commitment to acquiring CF. Given an increase of over 25% in the cash component since our initial offer, we believe more than ever that our bid delivers far superior value for CF stockholders compared with any alternatives articulated by CF, including remaining independent or paying a premium for Terra Industries."



"As part of our continuing efforts to negotiate a mutually beneficial transaction with CF, we again attempted in recent days to meet with CF's management and financial advisors to discuss a transaction at a substantially higher price. CF has repeatedly rebuffed our efforts to meet, leaving us no choice but to take our increased offer directly to CF stockholders. It is time for CF stockholders to tell the CF Board to come to the table."



Agrium's offer is not subject to a financing condition.



Agrium has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and The Bank of Nova Scotia to fund the cash portion of the offer.
Agrium also announced that it has extended the expiration date of the exchange offer until 12:00 midnight, New York City time, June 15, 2009. The exchange offer was previously set to expire at 12:00 midnight, New York City time, on Tuesday, May 19, 2009.



As of midnight, New York City time, on May 8, 2009, approximately 1.27 million shares of common stock of CF Industries had been tendered in and not withdrawn from the exchange offer.



RBC Capital Markets, Goldman, Sachs & Co., and Scotia Capital are acting as financial advisors; Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP as legal counsel; and Georgeson Inc. as information agent in connection with Agrium's offer.



Agrium Inc. is a major retail supplier of agricultural products and services in both North and South America and a leading global producer and marketer of agricultural nutrients and industrial products.



SOURCE: Agrium Inc. via 2009 Marketwire.