Acquisition of AWB

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Release Date: 8/30/2010

Up-to-date information on Agrium's proposal to acquire AWB

Acquisition of AWB

Background

On August 15, 2010, Agrium announced that it had made a proposal to acquire AWB and on August 19, 2010, Agrium announced that it entered into a definitive agreement with AWB to acquire all of the outstanding shares and performance rights of AWB for AUD$1.50 per share in cash for AUD$1.238-billion pursuant to a Scheme of Arrangement under Australian law (the “Scheme”). On August 24, 2010, Agrium announced that the AWB Board of Directors had recommended Agrium’s proposed acquisition to AWB shareholders. On October 3, 2010, the Australian Foreign Investment Review Board notified Agrium that there are no objections to the proposed acquisition in terms of the Australian Government’s foreign investment policy. The implementation of the Scheme was approved by the shareholders of AWB on November 16, 2010 in Melbourne, Australia with 97.8 percent of the shares and 80 percent in number of shareholders suppporting the transaction. Approval from the Supreme Court of Victoria occurred on November 17, 2010. AWB directors also determined on November 17, 2010 that AWB shareholders were entitled to receive a fully franked special dividend of 15 cents per share and scheme consideration of $1.35 cash per share upon the Scheme becoming effective. Regulatory approvals from Australia's Foreign Investment Review Board and New Zealand's Overseas Investment Authority have been received. Assuming all other conditions are met and the required approvals are received, Agrium expects the Scheme to be implemented around December 3, 2010. Agrium will primarily use cash on hand to fund the acquisition, and if required will access unused lines of credit.

The proposed transaction with AWB would continue Agrium’s strategy of growing its retail business. Agrium sees significant potential to enhance the product and service offerings to the Australian and New Zealand grower, particularly through AWB’s retail Landmark Rural Services division, by utilizing Agrium’s international fertilizer and crop protection sourcing capabilities, while supporting further growth within each division of AWB.

 

Contact Information:

Agrium Investor/Media Relations:

Richard Downey,
Senior Director, Investor Relations
(403) 225-7357

Todd Coakwell,
Manager, Investor Relations
(403) 225-7437

Related Information

Timeline

News Releases

Presentations

General and Shareholder Questions on Transaction

About AWB

AWB was formed in 1939 as the Australian Wheat Board and was Australia's statutory grain marketing authority for over 60 years. Operations are conducted through two main divisions: Landmark and Commodity Management. Landmark Rural Services is Australia's largest distributor of merchandise and fertilizer, with over 400 locations across Australia and New Zealand providing a diverse range of rural services including rural merchandise, crop chemicals, fertilizer, livestock, wool marketing, agronomy services and real estate agency services. The division includes 50 percent ownership interest in Hi-Fert, a wholesale fertilizer distribution company currently held for sale, Australian Wool Handlers and RD1, a New Zealand farm supply company. Following the sale of Landmark Financial Services' loan and deposit books announced in December 2009, Landmark Rural Services also includes the remainder of the finance businesses (including insurance, wealth management, and equipment finance).

AWB's Commodity Management business activities include grain merchandising, pool management services, storage and handling, and trade finance. Grain marketing, pool management and logistics in Australia fall under Australian Commodity Management, while activities conducted internationally through AWB Geneva and AWB India fall under International Commodity Management.

See Also: AWB's Website