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AGU   2010-08-15   (provided courtesy of Marketwire.)
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Agrium Makes Proposal to Acquire AWB


CALGARY, ALBERTA--(Marketwire - Aug. 15, 2010) - 

ALL AMOUNTS ARE STATED IN AUD (A$)

Agrium Inc. (TSX:AGU) (NYSE:AGU) (Agrium) announced today it has submitted 
a fully financed proposal to acquire AWB Limited ("AWB") at a price of 
A$1.50 per AWB share ("the Proposal"). The Proposal represents a 57 percent 
premium to the trading price of A$0.955 on July 29, 2010 (Australia time), 
which was just prior to the Graincorp merger announcement. Agrium's 
Proposal was sent to the AWB Board on August 14, 2010 (Australia time) and 
represents attractive value and cash certainty for AWB's shareholders.

Agrium is in discussions with AWB with the intention of agreeing to a 
proposal that the AWB Board would recommend to its shareholders.  

"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," 
said Agrium President and CEO Mike Wilson.

The proposal is currently envisaged to be executed via a Scheme of 
Arrangement and is subject to conditions precedent typically included in 
transactions of this type, including the unanimous support of the AWB Board.

Agrium has engaged Barclays Capital as financial advisor and Clayton Utz as 
legal advisor in connection with the transaction.

AWB currently has 817,304,356 shares and 7,878,926 performance rights 
issued which the Proposal is based upon, resulting in a purchase price of 
A$1.238-billion.

AWB is a company listed on the Australian Securities Exchange (ASX) which 
is available at the ASX website www.asx.com.

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.

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 
interests 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 ("ACM"), while activities conducted internationally 
through AWB Geneva and AWB India fall under International Commodity 
Management ("ICM").

Forward-Looking Statements

Certain statements and other information included in this press release 
constitute "forward looking information" within the meaning of applicable 
Canadian securities legislation or constitute "forward-looking statements" 
within the meaning of applicable U.S. securities legislation (collectively, 
the "forward-looking statements"). All statements in this press release, 
other than those relating to historical information or current condition, 
are forward-looking statements, including, but not limited to, estimates, 
forecasts and statements as to management's expectations with respect to, 
among other things, business and financial prospects, financial multiples 
and accretion estimates, future trends, plans, strategies, objectives and 
expectations, including with respect to future operations following the 
proposed acquisition of AWB. These forward-looking statements are subject 
to a number of risks and uncertainties, many of which are beyond our 
control, which could cause actual results to differ materially from such 
forward-looking statements.

Events or circumstances that could cause actual results to differ 
materially from those in the forward-looking statements, include, but are 
not limited to, AWB's failure to accept Agrium's proposal and enter into a 
definitive agreement to effect the transaction, the rejection of the 
transaction by the AWB shareholders, or the possible delay in the 
completion of the steps required to be taken for the eventual combination 
of the two companies, including the possibility that approvals or 
clearances required to be obtained from regulatory and other agencies and 
bodies will not be obtained in a timely manner or will be obtained on 
conditions that may require divestiture of assets expected to be acquired.

Agrium disclaims any intention or obligation to update or revise any 
forward-looking statements in this press release as a result of new 
information or future events, except as may be required under applicable 
U.S. federal securities laws or applicable Canadian securities legislation.

-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Agrium Inc.
Richard Downey
Senior Director, Investor Relations
(403) 225-7357
or
Agrium Inc.
Todd Coakwell
Manager, Investor Relations
(403) 225-7437
www.agrium.com
or
Media enquiries - Australia
Edelman
Nic Jarvis
61 414 414 484
nic.jarvis@edelman.com
or
Edelman
David McCarthy
(03) 9863 7625/ 0417 389 675

 

 

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