Agrium Inc.
NYSE : AGU
TSX : AGU

Agrium Inc.

November 08, 2005 08:04 ET

Agrium Announces a $325-Million Cash Offer to Acquire All Outstanding IDS Units of Royster-Clark at $10 Per Unit

CALGARY, ALBERTA--(CCNMatthews - Nov. 8, 2005) -

ALL AMOUNTS ARE STATED IN CANADIAN $, UNLESS OTHERWISE INDICATED

Agrium Inc. (TSX:AGU) (NYSE:AGU) announced today it is making a $325-million all-cash take-over bid to purchase all of the outstanding Income Deposit Securities (Units) of Royster-Clark ULC and Royster-Clark Ltd. (TSX:ROY-UN) at a price of $10 per Unit. Royster-Clark is a major U.S. agricultural retail chain, with annual sales of over U.S.$1-billion.

The offer price represents a 32 percent premium over the volume weighted-average trading price for Royster-Clark Units on the Toronto Stock Exchange for the 20 trading days ended November 7, 2005 and a premium of approximately 27 percent over yesterday's closing price of $7.85.

"Agrium's offer for Royster-Clark is consistent with our strategy to grow our profitable retail business and allows us to expand our geographic base and our product diversity," said Mr. Wilson, President and CEO of Agrium. "It also further increases the level and consistency of our cash flow and earnings and will allow us to deliver value to both our shareholders and our customers."

"Royster-Clark's IPO in July of this year was issued at $10.00, but the Units have traded as low as $7.20. Our offer allows Royster-Clark unitholders to recoup their original investment in addition to distributions on the Units. We believe our offer represents full and fair value and reflects the benefits of expected synergies from the deal."

"The expected synergies would be achieved by integrating Royster-Clark's complementary operations with Agrium's proven retail business model. We expect this acquisition would be immediately accretive for Agrium," said Mr. Wilson.

Agrium will fund the offer from cash on hand and through available lines of credit. In addition, the purchase of minority interests and the assumption of Royster-Clark's debt, which together are estimated to total approximately $210-million based on Royster-Clark's public disclosure documents, will result in a total acquisition cost of approximately $535-million (U.S. $450-million). Agrium's offer will be open for acceptance until December 15, 2005, unless extended or withdrawn.

Agrium's offer will be subject to customary conditions for bids of this type, including that at least 90 percent of the Units be deposited and not withdrawn, that all necessary regulatory approvals be obtained, and that all waiting periods expire prior to Agrium taking up Units under the offer. Each Unit is comprised of a subordinated note and a common share and only deposits of Units will be accepted. If Agrium acquires Units pursuant to the offer, it intends to acquire the remaining shares in accordance with applicable law.

Agrium has engaged RBC Capital Markets and Lehman Brothers as financial advisors in connection with the offer. RBC Capital Markets will act as dealer manager for the offer.

In connection with the offer, Agrium will file a take-over bid circular on SEDAR that will contain important information. Royster-Clark security-holders should read the circular and any other materials filed on SEDAR relating to the offer, copies of which can be obtained at the SEDAR website at www.sedar.com or on our web page www.agrium.com. The take-over circular and other documents of Agrium, when available, may also be obtained upon request made to Agrium's information agent, Georgeson Shareholder Communications Canada Inc. at toll free 1-866-787-5864.

About Royster-Clark

Royster-Clark is a major retail distributor of agricultural nutrients, seed and crop protection products and provider of agronomic services to U.S. growers, with over U.S.$1-billion in revenue in 2004. Royster-Clark operates over 250 farm centres throughout the Midwestern and Southeastern U.S. It operates more than 30 facilities including seed processing and fertilizer granulation and blending plants. It also operates more than 70 storage and distribution terminals and warehouses with associated fertilizer storage capacity of approximately one million tonnes.

About Agrium

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. Agrium produces and markets three primary groups of nutrients: nitrogen, phosphate and potash as well as controlled release fertilizers and micronutrients. Agrium's strategy is to grow through incremental expansion of its existing operations and acquisitions as well as the development, commercialization and marketing of new products and international opportunities.

This press release contains forward-looking statements. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These risk factors relative to this bid, include: realization of operational synergies, reliance on Royster-Clark Ltd.'s publicly available information which may not fully identify all risks related to their performance, success in integrating the retail distribution systems, and the integration of supply chain management processes, as well as other risk factors listed from time to time in Agrium's reports, comprehensive public disclosure documents including the Annual Information Form, and in other filings with securities commissions in Canada (on SEDAR at www.sedar.com) and the United States (on EDGAR at www.sec.gov).

A WEBSITE SIMULCAST on this offer will be available in a listen-only mode beginning Tuesday, November 8 at 1:30 p.m. MT (3:30 p.m. ET). Please visit the following website: www.agrium.com

Contact Information

  • Agrium Inc.
    Richard Downey
    Director, Investor Relations
    (403) 225-7357
    or
    Agrium Inc.
    Christine Gillespie
    Investor Relations Manager
    (403) 225-7437
    or
    John Lute
    Media Relations
    (416) 929-5883
    Website: www.agrium.com