SWP Wins Agricore Bidding War?

WINNIPEG - May 9/07 - SNS -- Agricore United's board of directors threw their support today behind a revised bid for the company by the Saskatchewan Wheat Pool (SWP).

The new bid is CDN $20.50 per limited voting common share and $24 per Series A convertible preferred shares. The transaction has a total enterprise value of approximately $1.8 billion.

At the same time the SWP has reached a tentative agreement with James Richardson International (JRI) to sell it certain Agricore assets should the new deal go through. JRI also said it has waived its "right to match" the revised SWP offer and withdrawn its $19.25 per share bid.

Agricore will pay JRI a termination fee of $35 million. In its deal with the SWP, JRI has agreed to acquire certain Agricore grain elevator locations and crop input centers throughout Manitoba, Saskatchewan and Alberta, subject to regulatory approval. JRI will be provided with a throughput agreement at the Cascadia Terminal in Vancouver and a fertilizer supply agreement with Western Cooperative Fertilizer Limited.

The terms of the revised SWP offer will be contained in a notice of change to the SWP offer and circular, which will be mailed to Agricore shareholders in the coming days. 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 by SWP and is not a condition of the SWP transaction. Agricore shareholders are urged to read the documents to be issued by SWP and Agricore in respect of the transaction when such documents are issued. Such documents will be mailed to Agricore shareholders and will be available at www.sedar.com.

The Agricore Board has resolved to recommend that Agricore shareholders tender their shares of Agricore to the revised SWP offer.

In connection with the transaction, Agricore shareholders will be asked to approve the continuance of Agricore under the Canada Business Corporations Act and the subsequent completion of a plan of arrangement. The plan of arrangement will provide for the acquisition by SWP of the shares of Agricore not already acquired by SWP under the offer, on identical terms, to be effected following expiry of the offer.