Agrium Bids for Royster-Clark

TORONTO - Nov 8/05 - SNS -- Agrium Inc. is making a $325-million all-cash take-over bid to purchase all of the outstanding Income Deposit Securities (Units) of Royster-Clark ULC and Royster-Clark Ltd. at a price of $10 per Unit. Royster-Clark is a major U.S. agricultural retail chain, with annual sales of over U.S.$1-billion.

Agrium says the offer price represents a 32% premium over the volume weighted-average trading price for Royster-Clark Units on the Toronto Stock Exchange for the 20 trading days ended November 7, 2005 and a premium of approximately 27% over yesterday's closing price of $7.85.

Agrium will fund the offer from cash on hand and through available lines of credit. In addition, the purchase of minority interests and the assumption of Royster-Clark's debt, which together are estimated to total approximately $210-million based on Royster-Clark's public disclosure documents, will result in a total acquisition cost of approximately $535-million (U.S. $450-million). Agrium's offer will be open for acceptance until December 15, 2005, unless extended or withdrawn.

Agrium's offer will be subject to customary conditions for bids of this type, including that at least 90% of the Units be deposited and not withdrawn, that all necessary regulatory approvals be obtained, and that all waiting periods expire prior to Agrium taking up Units under the offer. Each Unit is comprised of a subordinated note and a common share and only deposits of Units will be accepted. If Agrium acquires Units pursuant to the offer, it intends to acquire the remaining shares in accordance with applicable law.

Agrium has engaged RBC Capital Markets and Lehman Brothers as financial advisors in connection with the offer. RBC Capital Markets will act as dealer manager for the offer.