Viterra Inc.

Viterra Inc.

May 01, 2013 08:30 ET

Viterra Completes Transfer of Certain Assets to Richardson and CF Industries

REGINA, SASKATCHEWAN--(Marketwired - May 1, 2013) - Viterra Inc. (Viterra) is pleased to announce that it has transferred to Richardson International Limited (Richardson) (i) certain Canadian grain elevators; (ii) certain agri-centres co-located with certain of the grain elevators; (iii) all oat milling assets and shares relating to Viterra's oat milling business in Canada; (iv) all assets or shares of the 21st Century Grain Processing business of Viterra in the United States; and (v) a terminal at Thunder Bay, Ontario, together with the net working capital with respect to certain of these assets, which reduced the outstanding loan provided by Richardson in accordance with the provisions of the purchase agreement (the Richardson Agreement) between, among others, Viterra and Richardson by C$677 million.

In addition, Viterra has also completed the sale of its minority interest in a nitrogen facility located in Medicine Hat, Alberta to CF Industries Holdings, Inc., the purchaser nominated by Agrium Inc. (Agrium). The sale reduced by C$995 million the outstanding loan provided by Agrium in accordance with the provisions of the support and purchase agreement (the Agrium Agreement) between, among others, Viterra and Agrium.

Richardson paid Viterra approximately C$96 million on closing of the asset transfer to Richardson on account of the purchase price adjustment in accordance with the provisions of the Richardson Agreement. Viterra will pay Agrium approximately C$75 million as a partial purchase price adjustment and the material purchase price adjustments under the Agrium Agreement have not been determined at this time. The purchase price adjustments are in each case subject to adjustments in certain circumstances.

The Richardson Agreement and the Agrium Agreement are available on SEDAR at www.sedar.com under Viterra's profile.

More information about Viterra can be found at www.viterra.com.

Cautionary Statement on Forward-Looking Information

Certain information in this press release is "forward-looking information" within the meaning of applicable Canadian securities legislation and is prospective in nature, including the purchase price adjustment being adjusted. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is 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 information. This information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. In particular, any statements regarding Viterra's future expectations, beliefs, goals or prospects are or involve forward-looking information.

Forward-looking information is also necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Viterra cautions the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Viterra to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information. In addition to general economic conditions, there are specific risks including, but not limited to, the possibility that the purchase price adjustments are not adjusted, risks described in Viterra's most recent Annual Information Form and those factors discussed in Viterra's Management's Discussion and Analysis for the year ending October 31, 2012 under the heading "Risks and Risk Management". Viterra can give no assurance that such forward-looking information will prove to have been correct.

The reader is cautioned not to place undue reliance on this forward-looking information, which speaks only as of the date of this press release.

Viterra disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, further events or otherwise, except as required by applicable law.

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