12/4/2007

Agrium enters into agreement to acquire UAP Holding Corp

December 3, 2007 ­ALL AMOUNTS ARE STATED IN U.S.$ CALGARY, Alberta ­­Agrium Inc. (TSX and NYSE: AGU) and UAP Holding Corp. (NASDAQ: UAPH) announced today that they have entered into a definitive agreement for Agrium to acquire UAP. Under the terms of the agreement, a wholly­owned subsidiary of Agrium will commence a tender offer to purchase all of the outstanding common stock of UAP for $39 per share in cash for an aggregate transaction value of approximately $2.65­billion, including an estimated $487­million of assumed debt. The all cash purchase price represents a 27 percent premium over the volume weighted­average trading price for UAP shares on the NASDAQ for the 20 trading days ended November 30, 2007 and a premium of 30 percent over the closing price of $29.91 per share on that date. 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 addition of UAP's business to our own Retail operations is an excellent strategic fit for Agrium and a significant step in our strategy of continuing to grow and transform the Company. The acquisition will significantly expand our geographic base and our product diversity, and will offer an opportunity to leverage strengths of both companies,” said Mike Wilson, President and CEO of Agrium. “We believe the transaction will enable Agrium to capitalize on the strong outlook for agriculture markets and will allow us to deliver value to both our shareholders and our customers. It increases the scale and size of our business, further enhances stability of our earnings profile and strengthens Agrium's ability to serve and grow its customer base. A key factor to our success will be drawing from the extensive experience of employees from both organizations.” “We anticipate we will be able to generate annual synergies of approximately $115­million by 2010, with a majority of this captured in 2009. We expect that these synergies will be achieved primarily by improved margins on all three crop input product groupings, largely through enhanced purchasing efficiencies. This acquisition is expected to be slightly accretive on an earnings per share basis in the first year and significantly accretive thereafter. Agrium has committed bridge and term loan financing in place to fund the acquisition and our plan is to arrange financing of $1.25­billion in equity, with the balance in public and bank term debt to replace the bridge loan,” said Mr. Wilson. “This transaction represents an extraordinary opportunity for our shareholders, customers, and employees,” said Kenny Cordell, CEO and President of UAP. “Agrium is well respected in the industry and we believe that the combination of the two organizations will allow for an improved product offering and new services and technologies to be delivered to a broader range of customers.” FOR FURTHER INFORMATION: Agrium Investor/Media Relations: Richard Downey, Senior Director, Investor Relations (403) 225­-7357 Ashley Harris, Manager, Investor Relations (403) 225­-7437 Contact us at: www.agrium.com UAP Investor/Media Relations: Karla Kimrey, V.P. ­Investor Relations (970) 356­4400 Contact us at: www.uap.com