Agricore Board Rejects SWP Offers

WINNIPEG - Feb 9/07 - SNS -- Agricore United's board of directors are recommending that shareholders continue to reject the revised offers from Saskatchewan Wheat Pool Inc. (SWP).

"The revised offers remain financially inadequate, significantly undervalue Agricore United, continue to be subject to significant risks, and are not in the best interest of Agricore United or its shareholders," the company said in a prepared statement.

Under the terms of the revised offers, the exchange ratio proposed by SWP has been increased from 1.35 to 1.3601 SWP common shares for each Limited Voting Common Share of Agricore United. Shareholders were also given the ability to elect to receive cash consideration for their shares, with the maximum amount of cash available set at $180.8 million.

Assuming full proration of the cash component, the consideration available to holders of each Agricore United Limited Voting Common Share would be capped at $3.00 in cash plus one common share of SWP, the company asserts. The offer of $24.00 in cash for the Series A convertible preferred shares remains unchanged.