Agricore Accepts Revised JRI Bid

WINNIPEG - Apr 19/07 - SNS -- Agricore United's board of directors are advising shareholders to reject the latest Saskatchewan Wheat Pool (SWP) Bid for their shares and accept a revised CDN $1.8 billion offer from James Richardson International Limited (JRI).

Responding to the sweetened SWP bids, JRI increased its cash bid or Agricore to an all-cash offer for 100% of the limited voting common shares of AU at a price of $19.25 per share. Holders of Series A convertible preferred shares of AU will receive $24.00 in cash per share (plus accrued and unpaid dividends).

Agricore explains that the acquisition agreement includes customary non-solicitation and fiduciary out provisions, including a termination fee of $35 million, payable to JRI in certain circumstances. The transaction is expected to be completed in June 2007.

Upon completion of the transaction, the combined company will be called Richardson Agricore Limited and will be a private company headquartered in Winnipeg. JRSL, the parent company of JRI, will be the majority owner of the combined company, with Ontario Teachers’ Pension Plan owning a significant minority stake. The Board of Directors of the combined company will be chaired by Hartley Richardson and will include two producer representatives.

The terms of JRI’s offer will be contained in JRI’s bid circular, which will be mailed to AU shareholders in the coming weeks. The offer will be subject to certain conditions, including the tender of at least 75% of the outstanding limited voting common shares. Financing for the transaction has been secured and is not a condition of the offer.