SWP Sweetens Agricore Bid

WINNIPEG - Jan 25/07 - SNS -- The Saskatchewan Wheat Pool (SWP) sweetened its bid for Agricore United's outstanding shares by providing a cash component.

Under the revised common share offer, Agricore's limited voting common shareholders may elect to receive for each Agricore common share tendered, $11.33 in cash, 1.3601 Pool common shares, or any combination thereof, in each case subject to pro ration.

The amount of cash to be paid by the SWP to Agricore common shareholders will be approximately $178 million and the number of Pool common shares to be issued will be approximately 59 million. Assuming full pro ration of these amounts, the result would be $3.00 in cash and 1.0 Pool common share for each Agricore common share, SWP said in a press statement.

The new offer will be financed through two subscription receipt offerings totaling $195 million.

SWP initiated a $70 million public subscription receipt offering today on a bought deal basis through a syndicate of Genuity Capital Markets and TD Securities Inc. acting as joint bookrunners, at a price of $8.10 per subscription receipt.

Each subscription receipt entitles the holder to receive one common share of Saskatchewan Wheat Pool when the SWP takes up Agricore's common shares under its take-over bid. The Pool has also granted the Underwriters an option to purchase an additional 1,297,500 subscription receipts on the same terms at any time up to 30 days after closing of the offering, with the proceeds to be used to fund transaction costs and general corporate purposes.

The subscription receipts will be issued to the public pursuant to a short form prospectus to be filed with securities regulatory authorities in each province of Canada. Closing of the subscription receipt offering is expected to take place on or about February 15, 2007, and is conditional on the closing of the private placement. SWP noted "the common shares have not been and will not be registered in the United States under the Securities Act of 1933 and may not be offered or sold in the United States except in accordance with an exemption from registration."

SWP has also entered into a concurrent subscription agreement on a private placement basis with Third Avenue Management LLC (TAM). TAM has agreed to purchase 15,753,086 subscription receipts on behalf of various funds and accounts over which TAM has exclusive investment authority for gross proceeds of approximately $125 million. The Underwriters have acted as agents in connection with this private placement.