Source: Agrium news release



Agrium Inc. today announced that it has commenced an exchange offer for all of the outstanding shares of CF Industries Holdings Inc.



Under the terms of the Offer, CF stockholders would receive $31.70 in cash and one common share of Agrium for each CF share. Alternatively, CF stockholders have the option of electing to receive for each CF share either 1.7866 common shares of Agrium or $72 n cash, subject to proration. In the aggregate, not more than 44 percent of he shares tendered will be exchanged for cash and not more than 56 percent of the shares tendered will be exchanged for Agrium common shares. The offer and withdrawal rights will expire at 12 a.m. ET on May 19, unless extended.

"CF's refusal to engage in discussions with Agrium left us with no choice but to take our offer directly to CF stockholders," Agrium President and CEO Mike Wilson said. "We believe CF's restructuring of its offer for Terra to circumvent a vote by its own stockholders highlights their belief that CF would lose a stockholder vote and demonstrates a disregard for the rights of their stockholders."



"We believe the Agrium offer is a far superior alternative for CF stockholders as they receive a premium rather than pay a premium to Terra stockholders. We are committed to this compelling combination and urge CF stockholders to send a message to the CF Board by tendering their shares into the Agrium Offer. We would be prepared to increase our offer to reflect additional value that the CF Board and management can demonstrate arising from the combination of our two companies."



The 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. The offer is subject to certain conditions described in the offer to exchange.



RBC Capital Markets is acting as dealer manager; Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP as legal counsel; and Georgeson Inc. as information agent in connection with the offer.