December 03, 2007

UAP Holding Corp.'s US$2.65 billion acquisition by Agrium Inc.

On December 3, 2007, Agrium Inc. and UAP Holding Corp. announced that they have entered into a definitive agreement for Agrium to acquire UAP. Under the terms of the agreement, a wholly-owned subsidiary of Agrium will commence a tender offer to purchase all of the outstanding common stock of UAP for US$39 per share in cash for an aggregate transaction value of approximately US$2.65 billion, including an estimated US$487 million of assumed debt.

The boards of directors of both companies have unanimously approved the agreement, and the UAP board of directors has unanimously recommended that the UAP shareholders accept the tender offer. The parties expect to complete the transaction in early 2008.

Goodmans is acting as Canadian counsel to UAP in this transaction.

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UAP Holding Corp.'s US$2.65 billion acquisition by Agrium Inc.

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