Royster-Clark Board Back Agrium Bid

NEW YORK - Feb 1/06 - SNS -- The Board of Directors of Royster-Clark Ltd. and Royster-Clark ULC recommend shareholders of income deposit securities (IDSs) accept Agrium's revised offer of CDN $11.90 per IDS and tender their IDSs to the revised offer.

The board said it reversed its original position on the take-over bid because:

Agrium significantly improved its offer through an aggregate cash price increase of C$1.90 per IDS;

the apparent support from IDS holders for Agrium's revised offer;

the advice Royster-Clark has received from its financial advisors that the offer is within a range of fairness from a financial point of view;

to-date Royster-Clark has not received a proposal from any third party that could deliver as much value for IDS holders as Agrium's revised offer; and

the potential adverse consequences to IDS holders of not tendering to Agrium's revised offer on the basis that its minimum tender condition would appear to be satisfied, including delays in receiving payment for their IDSs and uncertainty as to the price that non-tendering holders might receive for their IDSs.