AGRIUM INC. AND NU-WEST INDUSTRIES INC. ANNOUNCE AGREEMENT TO MERGE.CALGARY, Alberta and ENGLEWOOD, Colo.--(BUSINESS WIRE)--August 10, 1995--Agrium Inc. and Nu-West Industries, Inc. announced today that they have entered into a definitive merger agreement which provides for the acquisition of Nu-West by Agrium. Agrium will pay US$10.50 in cash for each share of Nu-West common stock. The announcement was made jointly by John Van Brunt brunt n. 1. The main impact or force, as of an attack. 2. The main burden: bore the brunt of the household chores. , President and C.E.O. of Agrium and Craig Harlen, President and C.E.O. of Nu-West. Agrium will make a cash tender offer for all of the common shares of Nu-West. The tender offer will be conditional upon the tender of at least 60 percent of the approximately 9.4 million common shares on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis and upon the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the waiting period under the Hart-Scott-Rodino Anti-Trust Improvements Act. Agrium expects to take up and pay for the common shares under the offer by mid-September. The merger agreement provides that any untendered shares will be converted into the right to receive US$10.50 per share in cash as soon as practical after the completion of the tender. The Board of Directors of Nu-West has unanimously approved the merger agreement and the transaction. Paine Webber Paine Webber and Company was an American stock brokerage firm that was acquired by the Swiss bank UBS AG in 2000. The company was founded in 1880 in Boston, Massachusetts, by William Alfred Paine and Wallace G. Webber. Incorporated has acted as financial advisor to Nu-West and has rendered a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. in connection with the transaction. The Board of Directors of Agrium has also unanimously approved the merger agreement and the transaction. Agrium also announced that Nu-West shareholders owning approximately 4.6 million common shares have agreed to tender into the offer. Mr. Van Brunt, commenting on the prospective merger, said "This merger creates a strong strategic business combination for the production and sale of the three primary plant nutrients; phosphate, nitrogen and potash potash: see potassium carbonate. potash Name used for various inorganic compounds of potassium, chiefly the carbonate (K2CO3), a white crystalline material formerly obtained from wood ashes. . In addition, Nu-West's products are sold into Agrium's primary western United States Noun 1. western United States - the region of the United States lying to the west of the Mississippi River West Santa Fe Trail - a trail that extends from Missouri to New Mexico; an important route for settlers moving west in the 19th century and Canadian wholesale markets and strengthens the phosphate supply position to our large U.S. retail subsidiaries and our Elephant Brand dealer network in Canada." Mr. Harlen stated, "This transaction is the next logical step in securing a positive future for Nu-West and its various constituents. Over the last few years we have established ourselves as a significant phosphate producer and now seek to expand our horizons through a strategic relationship that will strengthen and enhance our marketing and production. This merger will better position both companies for the global marketplace that is upon us." Agrium, based in Calgary, Alberta, is one of North America's largest integrated and diversified fertilizer fertilizer, organic or inorganic material containing one or more of the nutrients—mainly nitrogen, phosphorus, and potassium, and other essential elements required for plant growth. companies. Nu-West is engaged in the manufacture and sale of phosphate fertilizer products. CONTACT: Agrium Contacts Larry Thiessen, 403/258-4615 Dick Nichols Richard Nichols (born April 29, 1926) is a U.S. Representative from Kansas. Born in Fort Scott, Kansas, Nichols attended public schools. He earned his B.S. from Kansas State University in 1951. He was ensign in the United States Navy from 1944 to 1947. , 403/258-5746 or Nu-West Contacts Mark Sanders, 208/547-4381 Steven W. Gammp, 303/721-1396 |
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