Agrium Announces Successful $900 Million Substantial Issuer

Agrium Announces Successful $900 Million Substantial Issuer Bid 
Intends to Double Dividend to $2 per share per year 
CALGARY, ALBERTA -- (Marketwire) -- 10/22/12 --  
Agrium Inc. ("Agrium" or the "Corporation") (TSX:AGU) (NYSE:AGU)
announced today the preliminary results of its substantial issuer bid
to repurchase up to Cdn$900,000,000 of its Shares (the "Offer").
Agrium will take up and pay for approximately 8.72 million common
shares ("Shares") at a price of Cdn$103.00 per Share (the "Purchase
Price") under the offer. The Shares purchased represent approximately
six percent of the Shares currently outstanding (undiluted). After
giving effect to the repurchase, Agrium will have approximately 149
million Shares issued and outstanding. 
The purchase price paid per share is expected to be $103.00, a one
percent discount to the closing price on the Toronto Stock Exchange
of $103.95 on October 19, 2012, the date the bid expired, and a 1.5
percent premium to the volume-weighted average price during the
tender period of $101.47.  
"The strong shareholder response and resulting successful completion
of this significant share repurchase program demonstrates Agrium's
continued commitment to delivering superior shareholder returns. The
Substantial Issuer Bid provided a means to return the excess capital
from the agreement to sell the minority interest in the Medicine Hat
nitrogen facility in a prompt and attractive manner, particularly for
those shareholders with a preference for near-term liquidity.
Meanwhile, all of our shareholders will continue to enjoy the
benefits of our increased dividend and growth in the business," said
Mike Wilson, Agrium President and CEO.  
Agrium's Board has also announced its intention to double Agrium's
dividend to U.S.$2.00 per share on an annualized basis and move to a
quarterly payment schedule (U.S. $0.50 per quarter), as of the next
scheduled dividend in January, 2013.  
"This is the third significant increase to our dividend since
December of last year. The increased dividend and $900 million
substantial issuer bid are an indication of our confidence that our
integrated business model will continue to deliver strong results for
the benefit of shareholders. Agrium is committed to continuing to
deliver value-added growth across the value chain and we remain
confident we can achieve our future growth objectives while also
continuing to grow our dividend over time," said Mr. Wilson. 
Agrium authorized the Cdn$900 million substantial issuer bid on
August 2, 2012 in conjunction with Agrium's agreement for Glencore
International plc to sell Viterra Inc.'s minority position in a
nitrogen facility located in Medicine Hat, Alberta to CF Industries
Holdings, Inc., on Agrium's behalf, for Cdn$915-million, subject to
closing adjustments. Agrium had agreed to purchase the minority
position from Glencore following its acquisition of Viterra. The
Medicine Hat nitrogen sales transaction is expected to leave Agrium
with surplus capital when completed and is expected to enhance the
attractiveness of Agrium's prior agreement to acquire the majority of
Viterra's agri-retail business. 
Agrium has been one of the best performing stocks in North America.
The company's share price in U.S. dollars has increased 56 percent
year-to-date and by 87 percent over the past three years on the NYSE,
versus 14 percent and 31 percent respectively for the S&P 500.  
Morgan Stanley Canada Limited and Morgan Stanley & Co. LLC acted as
dealer managers in connection with the Offer in Canada and the United
States, respectively, and as financial advisor to Agrium. 
Shareholders had the opportunity to tender shares until 5:00 p.m.
Eastern Time on October 19, 2012, by electing an auction tender at a
price of their choice between $95.00 and $107.00 per Share or,
alternatively, by electing a purchase price tender at which they
could sell their Shares at the purchase price determined by the
Under the terms of the Offer, approximately 21.08 million shares were
validly tendered to the Offer and not withdrawn. Since the Offer was
oversubscribed, shareholders who made auction tenders at or below the
$103.00 Purchase Price and shareholders who made purchase price
tenders will have the number of Shares purchased pro rated following
the final results of the Offer. Agrium expects that such tendering
shareholders will have approximately 87.9 percent of their tendered
Shares purchased by Agrium under the Offer. 
The number of Shares to be Purchased, the pro-ration factor and the
price per Share under the Offer are preliminary. Final results will
be determined subject to confirmation by the depository of the proper
delivery of the Shares validly tendered and not withdrawn. Upon take
up and payment of the Shares repurchased, Agrium will release the
final results, including the final pro-ration factor. 
Ownership of the Shares not purchased by the Corporation under the
Offer will not be affected by the transaction.  
The full details of the Offer are described in the offer to purchase
and issuer bid circular dated September 12, 2012, as well as the
related letter of transmittal and notice of guaranteed delivery,
copies of which were filed and are available on SEDAR at and on EDGAR at Payment and settlement
will be effected to registered shareholders by Canadian Stock
Transfer Company Inc. (as Administration Agent for CIBC Mellon Trust
Company) in accordance with settlement procedures commencing on or
about October 25, 2012. Any Shares not purchased, including Shares
tendered at prices higher than the Purchase Price or invalidly
deposited (unless otherwise accepted for purchase under the Offer),
will be returned to shareholders. 
About Agrium  
Agrium Inc. is a major Retail supplier of agricultural products and
services in North America, South America and Australia and a leading
global Wholesale producer and marketer of all three major
agricultural nutrients and the premier supplier of specialty
fertilizers in North America through our Advanced Technologies
business unit. Agrium's strategy is to grow across the value chain
through acquisition, incremental expansion of its existing operations
and through the development, commercialization and marketing of new
products and international opportunities. Our strategy places
particular emphasis on growth opportunities that both increase and
stabilize our earnings profile in the continuing transformation of
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 (together, "forward-looking statements"). All
statements in this press release, other than those relating to
historical information or current conditions, are forward-looking
statements. These forward-looking statements include, among others,
statements with respect to our expectations regarding the actual
number of Shares to be taken up and paid for in connection with the
Offer, the final price per Share to be paid, the number of shares
outstanding after the bid, the timing of payment and settlement, the
expected increase in Agrium's dividend and intention to increase
Agrium's dividend over time, the growth and stability of our earnings
and the consummation of our acquisition of Viterra's agri-retail
business and the Medicine Hat transaction. The intention to increase
the Corporation's dividend in the future and ultimate decision to do
so is subject to Corporate requirements being met as well as business
and market fundamentals remaining positive. Such forward-looking
statements involve known and unknown risks and uncertainties, many of
which are beyond our control, as well as various assumptions and
business sensitivities, including those risk factors referred to in
the MD&A section of the Corporation's most recent Annual Report to
Shareholders as well as those risk factors described in the
Corporation's most recent Annual Information Form, which may cause
actual results, performance or achievements of the Corporation to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
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 Canadian securities legislation or applicable U.S. federal
securities law.
Agrium Inc.
Richard Downey
Vice President, Investor/Corporate Relations
(403) 225-7357 
Agrium Inc.
Todd Coakwell
Manager, Investor Relations
(403) 225-7437 
Agrium Inc.
Mark Thompson
Analyst, Investor Relations
(403) 225-7761
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