Agrium Moves to Retire Viridian Debt Pending Amalgamation of the Companies.CALGARY, Alberta--(BUSINESS WIRE)--Nov. 21, 1996--Agrium (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). , NYSE NYSE See: New York Stock Exchange AGU AGU Aoyama Gakuin University, Tokyo, Japan AGU American Geophysical Union AGU Arabian Gulf University (Bahrain) AGU All Grown Up (TV show) AGU Aguascalientes, Aguascalientes, Mexico .) Agrium Inc. (TSE and NYSE-AGU) today announced it has commenced an offer to purchase approximately US$400 million in outstanding debt of Viridian vi·rid·i·an n. A durable bluish-green pigment. [From Latin viridis, green; see virid.] Inc. (TSE:V), whose shareholders are separately voting on a proposal to amalgamate with Agrium at a Special Meeting to be held on December 10, 1996. The tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with are conditioned upon completion of the amalgamation of Agrium and Viridian but are not a condition to the completion of the amalgamation. The tender offer is for all the outstanding Viridian 9 3/4 percent Notes due 2003; 11 percent Notes due 2004, and 10 1/2 percent Debentures due 2014 (the Securities). The tender offer will expire at 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. Time (Eastern Standard Time), on December 19, 1996 unless extended. A consent fee will be paid at the time of the tender purchase, for consents received by December 5, 1996, after which time the consents are irrevocable. The purchase price for each Security tendered will be calculated using a yield to the earliest redemption date Redemption date The date on which a bond matures or is redeemed. redemption date The date on which a debt security is scheduled to be redeemed by the issuer. The redemption date is the scheduled maturity date or, if applicable, a call date. which is equal to the sum of the yield on a reference security, plus a fixed spread. Using the formula, more fully described in the Offer to Purchase and Consent Solicitation Statement, the purchase price for each Security will be set at 2:00 p.m. New York City Time, on December 17, 1996, the second business day prior to the scheduled date of expiration Date of Expiration (2002) is an aggrotech single by Funker Vogt. Track listing
Holders tendering their Securities will be required to consent to amendments which will eliminate or modify many of the covenants contained in each of the indentures governing them. The tender offer and consent solicitation are conditioned on the receipt of consents from a majority of the principal amount of each outstanding Security. The current rates on the Securities are well above rates at which Agrium can obtain financing. Funds to complete the tender offer will come from cash reserves and a US$300 million bridge facility from the Bank of Nova Scotia, Agrium's principal banker. The offer will permit Agrium to restructure its capital on a permanent basis with a mix of public and bank debt. Special charges associated with retiring the debt will be reported in 1996 as an expense associated with the merger transaction. Merrill Lynch & Co. is the exclusive Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Beacon Hill Partners, Inc. is the Information Agent for the tender offer and consent solicitation. Agrium, with headquarters in Calgary, Alberta, is a producer, wholesale distributor and retail marketer of nitrogen, potash and phosphate fertilizers, related products and services to the global agricultural industry. Viridian, based in Fort Saskatchewan, Alberta Fort Saskatchewan is a city of 14,957 (2006 census) located km ( mi) northeast of downtown Edmonton, Alberta, Canada. The two city's boundaries touch across the North Saskatchewan River. History In 1875, under the command of Inspector W.D. , produces and distributes nitrogen and phosphate fertilizers for wholesale markets in Canada, the United States and offshore. CONTACT: Agrium Inc. Gordon A. Milne, 403/258-4615 or Agrium Inc. Dick Nichols, 403/258-5746 dnichols@agrium.com (Internet) 1-800-399-3821 (Automatic Faxback) |
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