Source: Agrium news release



Agrium President and CEO Mike Wilson issued the following statement in response to the rejection by CF Industries Holdings Inc. of Agrium's fully financed offer of one Agrium common share and $31.70 in cash, valued at $72 per CF common share based on Agrium's price of $40.30 on Feb. 24, the day prior to our offer.



"We are deeply disappointed that CF's board of directors has rejected Agrium's proposal without even attempting to engage us in exploratory discussions."



"We continue to believe that our proposed transaction is a superb opportunity to create value for both Agrium and CF stockholders - we are motivated by the outstanding long-term prospects of this compelling combination and not, as CF alleges, by a desire to interfere with its attempt to buy Terra Industries. It appears that CF's Board and Management concluded that CF's stockholders would choose Agrium's offer over CF's proposed Terra acquisition and, as a result, decided to use an unusual non-voting security to deny their own stockholders a voice in this critical decision. We believe that CF stockholders view receiving a substantial premium from Agrium as a far superior alternative to paying a large premium to Terra stockholders. We expect to achieve approximately $150 million in operating synergies from the combination of Agrium and CF - 50 percent more than what CF has said it expects from a combination with Terra."



"While our preference is to work together with CF to negotiate a definitive merger agreement, we remain fully committed to acquiring CF and are considering all available options. We intend to commence shortly an exchange offer to acquire all outstanding shares of CF common stock."

RBC Capital Markets and Scotia Capital are acting as financial advisers to Agrium and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP are providing legal advice.