Agrium Closes $900M Substantial Issuer Bid

Agrium Inc. closed a substantial issuer bid (self tender offer) to repurchase $900 million of its common shares at a price of $103 per share. The offer proceeded by way of a modified Dutch auction within a range of $95.00 to $107.00 per share, and was oversubscribed. 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 advisors to Agrium. Calgary-basedAgrium is a major retail supplier of agricultural products and services in North America, South America and Australia and a leading global producer and marketer of agricultural nutrients and industrial products.

The Agrium internal legal team included Eric Miller, Gary Daniel and Michael Rutherford; the Blake, Cassels & Graydon LLP team, acting as Canadian counsel to Agrium, included partners Pat Finnerty, Ross Bentley, Dan McLeod, Jeff Bakker and Robert Kopstein and associates Jennifer Marshall, Colin Ritchie, Richard Maclean and Corinne Grigoriu; Felesky Flynn LLP acted as counsel for Agrium with respect to tax structuring matters with a team including Sandra Jack, QC. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as United States counsel to Agrium, with a team including corporate partners Andrew Foley, Ted Maynard and Bob Schumer and associates Gordon Cruess and Christian Kurtz.

Osler, Hoskin & Harcourt LLP acted as Canadian and United States counsel to Morgan Stanley, the dealer-manager and financial advisor to Agrium, with a team including partners Mark DesLauriers, Kashif Zaman and Lara Friedlander in Toronto; and Jason Comerford and Bill Corcoran in New York; and associates Medard Fischer (New York) and Brad Allgood (Toronto).


Richard Maclean Ross Bentley Pat C. Finnerty Jennifer Marshall Colin Ritchie Kashif Zaman Bill Corcoran Andrew McLeod Jeffrey Bakker Lara G. Friedlander J. Mark DesLauriers Sandra E. Jack Jason Comerford


Blake, Cassels & Graydon LLP Felesky Flynn LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Osler, Hoskin & Harcourt LLP