Agricore Board Rejects SWP Bid

WINNIPEG - Dec 13/06 - SNS -- Agricore United's board of directors have unanimously recommended that shareholders reject the Saskatchewan Wheat Pool (SWP) bid.

At the same time, the company said its largest shareholder, Archer Daniels Midland Company (ADM), informed the board that it will not tender its 28% stake to SWP because it believes the current bid is inadequate. That makes it impossible for the SWP to meet a key condition of its offer -- that 75% of all outstanding limited voting common shares be tendered.

However, both ADM and Agricore's board stated the company is for sale at the right price. In its press statement, Agricore's board said it is "exploring a range of alternatives to the SWP offers that may provide greater value to Agricore United securityholders."

Commenting on the SWP takeover bid, Jon Grant, Chair of the Special Committee of independent directors of the Agricore United Board, said, "The SWP offers are not in the best interests of Agricore United or its securityholders. The offers are financially inadequate and significantly undervalue Agricore United.

"Further, under the offers, holders of Agricore United's limited voting common shares and convertible debentures can only receive SWP shares, not cash. As such, the value they receive is highly uncertain and subject to a number of significant risks."

SWP has made non-cash offers to exchange 1.35 SWP shares for each outstanding Agricore United limited voting common share and 18 SWP shares for each outstanding $100.00 principal amount of convertible unsecured subordinated debentures. SWP has offered $24.00 cash for each outstanding preferred share. The SWP offers are highly conditional and Agricore United securityholders should refer to the formal offer documents for all terms and conditions.