CALGARY, ALBERTA -- Agrium Inc. today issued the following statement in response to the rejection by CF Industries Holdings, Inc. of Agrium's further increased offer to acquire all of the outstanding shares of CF for $40.00 in cash plus one common share of Agrium for each CF share. The offer is valued at $88.18 per CF share based on Agrium's closing stock price on May 15, 2009.



Mike Wilson, Agrium's President and CEO, said:



"The inescapable fact is that Agrium's offer, which provides a premium of nearly 60 percent to CF's share price on the day prior to our initial offer, delivers more value to CF stockholders than any of the strategic alternatives articulated by CF, including remaining independent or acquiring Terra Industries. CF's unsupported assertions to the contrary do not change this reality. The fact that CF will not engage with us reinforces our belief that, left on its own, CF will not act in the best interests of its stockholders. It's now up to CF stockholders to protect their own interests by demanding that CF come to the table to negotiate a mutually beneficial merger agreement with Agrium."



Agrium's offer, which expires at 12 midnight, New York City time, June 15, 2009, is not subject to a financing condition.



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 via Marketwire.