Agrium and Royster-Clark Announce Follow-up Offer for Royster-Clark Subordinated Notes.CALGARY, Alberta -- ALL AMOUNTS ARE STATED IN U.S.$ UNLESS OTHERWISE STATED Agrium Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :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 ) (NYSE NYSE See: New York Stock Exchange :AGU) ("Agrium") and its indirect wholly-owned subsidiary, Royster-Clark ULC ULC Up (Stage) Left Center ULC Universal Life Church ULC Underwriters' Laboratories of Canada ULC Ultra Light Client ULC Ultra Low Cost (cellular phone) ULC Urban Libraries Council ("RC ULC"), are pleased to announce that RC ULC and its affiliates have made an offer to acquire all remaining outstanding 14 percent subordinated notes of RC ULC (the "Notes") at a price of Cdn.$9.20 per $6.0832 principal amount of Notes. The offer price is the same price allocated to the Notes under Agrium's offer to acquire all of the income deposit securities ("IDSs") of RC ULC and Royster-Clark Ltd. under which Agrium acquired 98.67 percent of the IDSs on February 9, 2006. Agrium has since acquired the remainder of the common shares of Royster-Clark Ltd. that previously formed part of the IDSs. The IDSs were delisted from trading on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. at the close of trading on March 6. The offer has a deemed repurchase date for the Notes of April 1, 2006, which enables holders of Notes to receive the interest payment on the Notes payable on or about April 15, 2006 to Noteholders of record on March 31, 2006, regardless of the date on which a Noteholder accepts the offer or deposits his or her Notes to the Offer. The above-described offer is for all outstanding Notes, including both Notes that previously formed part of an IDS as well as Notes that were previously issued by RC ULC as part of a separate private placement in July 2005. A copy of the offer is being mailed to all Noteholders and is also available on Agrium's website at www.agrium.com. The offer is open for acceptance until 4:00 p.m. (Calgary time) on April 4, 2006. Noteholders who hold their Notes through a broker, investment dealer or other nominee should contact their nominee for assistance well in advance of the April 4 expiry date expiry date expire n → date f d'expiration; (on label) → à utiliser avant ... expiry date expire n → Ablauftermin m in order to deposit their Notes to the offer. The Board of Directors of RC ULC has recommended that Noteholders accept the offer and deposit their Notes to the offer. As required under the indenture governing the Notes, as there has been a change of control of RC ULC as a result of Agrium's acquisition, RC ULC is concurrently making an offer to acquire the remaining Notes at a price of 101 percent of the principal amount. The consideration offered under the 101 percent offer is less than that under the Cdn.$9.20 offer described above. Agrium Inc. is a leading global producer and marketer of agricultural nutrients and industrial products and a major retail supplier of agricultural products and services in both North and South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. . Agrium produces and markets three primary groups of nutrients: nitrogen, phosphate 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. as well as controlled release fertilizers and micronutrients This is a list of micronutrients. Vitamins
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