Nov. 5, 2009 (Marketwire Canada) -- CALGARY, ALBERTA--(Marketwire - Nov. 5, 2009) -

ALL AMOUNTS ARE STATED IN U.S.$

Agrium Inc. (TSX:AGU) (NYSE:AGU) today announced that it is increasing its exchange offer to acquire all of the outstanding shares of CF Industries Holdings, Inc. (NYSE: CF) to $92.99 per CF share based on Agrium's closing stock price on November 4, 2009. Under the terms of this best and final offer, CF stockholders would receive $45.00 in cash, an increase of $5.00, or 12.5 percent, in the cash consideration, and one common share of Agrium for each CF share.

This offer provides a premium of over 67 percent to CF's closing price on February 24, 2009, the day before Agrium announced its initial proposal, and about 84 percent to CF's 30-day volume weighted average price through that date. This offer represents a compelling multiple based on CF's 2010 'owned' EBITDA, particularly in relation to CF's historical trading multiples.

Agrium has extended the expiration date of the exchange offer until 12:00 midnight, New York City time, on November 18, 2009.

Agrium President and CEO Mike Wilson said, "This is Agrium's best and final offer. We have addressed all Canadian and U.S. regulatory concerns and are prepared immediately to execute a fully financed, binding merger agreement. Given that CF has consistently refused to engage with us, this is CF stockholders' final opportunity to make it clear to the CF board that they want to receive a premium rather than pay one. We will listen to and respect the wishes of CF's owners. CF stockholders must tender their shares by November 18 to send an unambiguous message that they want this deal with Agrium at this price."

(1) EBITDA based on 2010 consensus 'owned' EBITDA (consolidated EBITDA less minority interest plus equity investments) estimates.

Agrium has entered into a Consent Agreement to resolve the concerns of the Canadian Competition Bureau and has received a "no action" letter from the Bureau. Under the terms of the Consent Agreement and pursuant to a recently announced agreement entered into with Terra Industries Inc., Agrium will divest to Terra 50 percent of Agrium's ammonia and urea production complex in Carseland, Alberta. Agrium and Terra have also agreed to a five-year supply contract in which Terra will receive a minimum of 60,000 metric tonnes of urea per year. During the course of the Bureau's review, Bureau staff cooperated closely with their counterparts at the U.S. Federal Trade Commission.

Agrium has re-filed on November 4, 2009 its notification with the Federal Trade Commission as required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Agrium has now satisfied all regulatory issues related to its proposed acquisition of CF in Canada and expects to complete the resolution of regulatory issues in the U.S. shortly.

Agrium's offer is not subject to a financing condition. Agrium has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and The Bank of Nova Scotia to fund the cash portion of the offer. As of 5:00 p.m., New York City time, on November 4, 2009, approximately 8.6 million shares of common stock of CF Industries had been tendered into and not withdrawn from the exchange offer.

Additional Information RBC Capital Markets, Goldman, Sachs & Co., and Scotia Capital are acting as financial advisors; Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP as legal counsel; and Georgeson Inc. as information agent in connection with Agrium's offer.

Stockholder questions regarding the exchange offer or requests for offering materials should be directed to Agrium's information agent for the exchange offer, Georgeson Inc., toll-free at (866) 318-0506. Offering materials are also available on the SEC's web site at http://www.sec.gov/. CF stockholders are urged to read the offering materials filed by Agrium, which contain important information about the offer.