AWB shareholders approve Agrium offer

by November 16, 2010
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CALGARY, ALBERTA, CANADA — Agrium Inc. and AWB Limited announced on Nov. 15 that AWB shareholders have endorsed the acquisition by Agrium of AWB, pursuant to the implementation agreement announced on Aug. 19.

AWB shareholders voted in favor of Agrium’s acquisition of all issued and outstanding shares in AWB, with 97.8% percent of shares and 80% percent of shareholders supporting the transaction. The threshold requirements were 75% of shares and 50% of shareholders voting and represented at the meeting.

AWB shareholders also voted on the constitutional amendment to remove the 10% limit on the amount of issued share capital in AWB that can be owned by any one shareholder. Shareholders supported the amendment resolution with 97.7% approval. At least 75% of the total number of votes cast was required to pass the resolution.

“We are very pleased that AWB shareholders have supported the acquisition and we now look forward to working with AWB employees to build on the excellent relationship that they have developed with customers. Agrium’s focus will be to work with our AWB colleagues to enhance efficiencies across the agricultural value chain, including offering new products and services for the benefit of Australian and New Zealand growers once the transaction is finalized.” said

Mike Wilson, Agrium’s president and chief executive officer. “We believe AWB employees and customers will benefit from being part of a larger, financially stronger organization with greater access to working capital and potential for future investment in Australia. Furthermore, we believe AWB provides an excellent base for Agrium’s future growth in the Oceania and South East Asian region.”

Agrium plans to primarily use cash on hand to fund the acquisition.

AWB is seeking court orders from the Supreme Court of Victoria for approval of the scheme at a hearing on Nov. 17. If approved, AWB will lodge the court orders with the Australian Securities and Investments Commission and the Australian Securities Exchange so that the scheme will become effective on Nov. 19.

If that occurs, AWB’s shares will be suspended from trading at the close of trading on Nov. 19.
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