CF Industries Stockholders Support Agrium’s Offer

Stockholders of CF Industries Holdings, Inc. have tendered approximately 30 million shares, or 62 percent of the total outstanding CF shares, into its offer of $45.00 in cash and one Agrium common share per CF share. The offer is currently valued at $101.90 per CF share, or a total consideration of approximately $5.1 billion, based on yesterday’s closing Agrium share price.

Agrium president and CEO Mike Wilson says, “We are pleased that once again, CF stockholders have strongly supported our offer. CF stockholders have sent a clear and unambiguous message to CF’s board that they want this deal with Agrium. To achieve such a compelling majority of stockholder support for a second time regarding the combination of our two companies speaks for itself. We have the highest regard for CF’s people and assets. The companies have complementary strengths both geographically and in terms of our product mix. We look forward to meeting with CF and its advisors shortly to conclude this mutually beneficial transaction.”

Agrium has satisfied all related regulatory issues in Canada, and has signed a proposed Consent Agreement with the U.S. Federal Trade Commission. Agrium has a clear path to completion and is prepared immediately to execute a binding merger agreement with CF.

Agrium has extended the offer until 12:00 midnight, New York City time, on December 18, 2009. The offer is not subject to a financing condition. Agrium has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and The Bank of Nova Scotia to fund the cash portion of the offer. The offer is subject to certain conditions described in the offer to exchange.

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