Agricore United and James Richardson International to Create Global
>Agri-business
>
>
>WINNIPEG, MANITOBA--(CCNMatthews - Feb. 21, 2007) - Agricore United
>(TSX:AU)
>and James Richardson International Limited ("JRI") announced today that
>they have agreed to combine to create Canada's largest grain company
>and a leading global Canadian agri-business. Under the proposal,
>Agricore United shareholders will receive $6.50 in cash and 0.509
>shares of the combined company for each Limited Voting Common Share.
>Holders of Series A convertible preferred shares of Agricore United
>will receive $24.00 in cash per share.
>The
>Board of Directors of Agricore United will recommend that shareholders
>accept the offer from JRI.
>
>"Today marks a significant development in the history of these two
>companies,"
>says Wayne Drul, Chair of the Agricore United Board of Directors.
>"Agricore United's agricultural roots go back to 1906, and JRI is
>currently celebrating its 150th anniversary. With our combined
>heritage, expertise and reputation for excellence in this industry, the
>merger of these two organizations offers an outstanding agri-business
>solution for shareholders, customers and employees."
>
>"The combined company, Richardson Agricore Limited, will be a true
>Canadian champion, with a broad mix of businesses across Canada and the
>scale, management expertise and financial strength to compete
>globally," said JRI Chairman, Hartley Richardson. "The combined company
>will be well-positioned to create significant value for its
>shareholders and connect its customers to even greater market
>opportunities than we can today. It will carry on the Richardson
>family's commitment to being a trusted partner to Canada's farming
>communities. It will also have a governance structure that ensures the
>direct and ongoing input of producers."
>
>The combination of Agricore United and JRI will create:
>
>- Canada's largest grain company with annual grain shipments in excess
>of
>14
>million tonnes, and an established presence in 50 countries.
>
>- A company with diversified earnings from grain handling, crop
>production services, livestock services, oilseed processing and financial services.
>
>- Combined assets strategically located throughout both western and
>eastern Canada, as well as in the United States and Japan.
>
>- Significant synergies, currently estimated to be about $62 million
>per year.
>The synergies will come from realizing efficiencies in overlapping
>operations, applying best practices to the combined company's
>operations and reducing overhead costs. Expected net integration and
>one-time transaction costs are estimated to be about $31 million.
>
>- A financially strong company with pro forma gross sales of about $5
>billion for the trailing twelve months ending January 31, 2007 and pro
>forma earnings before interest, taxes, depreciation and amortization
>("EBITDA") of $226 million for the same period. Pro forma EBITDA
>including annualization adjustments and expected synergies is estimated
>to be $296 million. Pro forma net average debt of the combined company
>is about $700 million.
>
>- A company with the size and financial strength to take advantage of
>significant growth opportunities.
>
>"This transaction delivers significantly greater value to Agricore
>United shareholders than the hostile takeover bid being put forward by
>Saskatchewan Wheat Pool. Not only does it provide significantly more
>cash, but the offer also poses a lot less risk," says Jon Grant, Chair
>of the Special Committee.
>"Both parties have mutually determined the synergies and efficiencies
>to be gained by the transaction, and we both have a thorough
>understanding of the business plan that will be adopted to achieve those synergies."
>
>JRI contributes a number of complementary assets and skills to the new
>company. Its largest market for grain handling and storage is in
>Saskatchewan and provides a strategic fit for Agricore United's strong
>presence in Alberta and Manitoba, such that the geographic and
>operational diversification of the combined business should ensure it
>is not overly concentrated in any particular area. In addition, Canbra
>Foods Ltd, a subsidiary of JRI, is Canada's largest fully integrated
>canola oil processor with crush capacity of 420,000 tonnes and planned
>capacity of 1.2 million tonnes upon completion of a new canola crush
>plant in Yorkton, Saskatchewan.
>
>The combination of Agricore United and JRI will result in significant
>benefits for customers. The new company will be financially strong and
>will continue to be a dependable provider of innovative and
>cost-effective services and products to farmers, while enhancing its
>presence in the global market for Canadian grains and oilseeds. The
>combined company will be able to draw upon the resources and experience
>within each of Agricore United and JRI to deliver greater value to
>farmers.
>
>As part of the transaction, James Richardson & Sons Limited ("JRSL"),
>the parent company of JRI, will contribute $125 million of cash, and
>Ontario Teachers' Pension Plan ("OTPP") will contribute $266 million of
>cash to fund the cash portion of the offer. On completion of the
>transaction, the total issued and outstanding shares of the combined
>company will be about 103.9 million, with JRSL and OTPP owning 50.5
>percent and 20 percent, respectively.
>The existing holders of Limited Voting Common Shares of Agricore United
>will own 29.5 percent of the combined company, in addition to receiving
>an aggregate of $391 million of cash.
>
>Brian Gibson, OTPP Senior Vice-President, Public Equities, says, "We
>are delighted to be involved in the creation of Richardson Agricore. We
>believe the combined company will be well positioned to create
>long-term value, especially with the input of producers."
>
>The Board of Directors of the new company will be comprised of 11
>directors to be elected by the shareholders of Richardson Agricore.
>JRSL and OTPP have agreed to support the election to the Board of
>Directors of certain individuals. It is expected that the initial board
>will include three nominee representatives of JRSL, two independent
>directors initially selected by OTPP and thereafter nominated by the
>independent nominating committee and approved by OTPP, two producer
>representatives, two additional directors nominated by JRSL who will be
>independent under applicable Canadian securities laws, one independent
>director nominated by consensus of JRSL and OTPP, and the CEO of the
>combined company. The Board of Directors will be chaired by Hartley
>Richardson. In the interim period, Curt Vossen will continue to act as
>President of JRI, and Brian Hayward will continue to act as CEO of
>Agricore United and both will co-chair a transition committee. Upon
>closing of the transaction, Curt Vossen will assume the role of CEO of
>Richardson Agricore.
>
>The Board of Directors of Agricore United, based on the recommendations
>of the Special Committee of the Board of Directors, has determined that
>the transaction is fair to Agricore United shareholders and is in the
>best interests of Agricore United and will recommend that shareholders
>accept the offers from JRI. The company's financial advisors, Scotia
>Capital Inc. and Blair Franklin Capital Partners Inc. have each
>provided an opinion to the Board of Directors and the Special Committee
>that the consideration under the offer is fair, from a financial point
>of view, to Agricore United shareholders. The Board of Directors
>continues to recommend that Agricore United shareholders reject the
>offers by Saskatchewan Wheat Pool Inc.
>("SaskPool") to purchase Limited Voting Common Shares and Series A
>convertible preferred shares.
>
>The terms of JRI's offer, including additional information regarding
>the synergies, will be contained in JRI's bid circular which will be
>mailed to Agricore United shareholders. The offer will be subject to
>certain conditions, including the tender of at least 75 percent of the
>outstanding Limited Voting Common Shares and the receipt of necessary
>regulatory clearances.
>
>Pursuant to its pre-existing contractual arrangements with Agricore
>United, Archer Daniels Midland Company ("ADM"), which holds
>approximately 28 percent of the outstanding Agricore United shares, is
>required to tender its shares to a bona fide takeover bid for all of
>the Agricore United shares, and to vote its shares in favour of a bona
>fide proposed merger, amalgamation or arrangement proposal that has
>been recommended or accepted by Agricore United's Board of Directors,
>unless prior to the expiry of such a takeover bid, or before the date
>on which the shareholders of Agricore United approve such a
>transaction, ADM makes a proposal to Agricore United that the Board of
>Directors of Agricore United has determined is more favourable than
>such a takeover bid or transaction.
>
>Agricore United will call shareholders meetings to approve the
>continuance of Agricore United to the Canada Business Corporations Act
>and a plan of arrangement providing for the acquisition by JRI of the
>shares of Agricore United on terms identical to the offer, to be
>effected following the expiry of the offer. The acquisition agreement
>also includes customary non-solicitation and fiduciary out provisions,
>including a termination fee payable to JRI of
>$24 million in certain circumstances, and a right on the part of JRSL
>and JRI to match a superior proposal. The transaction is expected to be
>completed in mid 2007.
>
>Agricore United shareholders are urged to read JRI's bid circular and
>Agricore United's directors' circular and proxy circular in detail when
>such documents are issued. Such documents will be mailed to Agricore
>United shareholders and will be available at www.sedar.com.
>
>RBC Capital Markets is the financial advisor to JRI. Scotia Capital Inc.
>and
>Blair Franklin Capital Partners Inc. are financial advisors to the
>Special Committee and the Board of Directors of Agricore United.
>
>Shareholder and Media Conference Call
>
>Agricore United and JRI will host a conference call on Wednesday,
>February 21,
>2007 at 10:00 am CST/11:00 am EST. Dialing instructions for the call
>are as
>follows:
>
>North America: 1-888-575-8232 or 1-416-406-6419
>
>Confirmation Number: 3215623
>
>The conference call will also be digitally recorded and will be
>available for re-broadcast until March 21, 2007. To access the
>playback, call 1-800-408-3053. The Passcode Number for the playback is
>3215623#.
>
>Additional Information Regarding JRI and the Transactions
>
>A presentation containing additional information about JRI and the
>transaction will be posted on JRI's website (www.jri.ca) following the
>shareholder and media conference call.
>
>Update on Saskatchewan Wheat Pool Offer
>
>The Agricore United Board of Directors maintains its unanimous
>recommendation that shareholders reject the SaskPool offer and not
>tender their shares to that offer. If shareholders have already
>tendered to the SaskPool offer, the Board recommends that they withdraw
>them immediately. For assistance in doing so, shareholders are urged to
>contact Georgeson, toll free within North America at 1-866-598-9684.
>
>About Agricore United
>
>Agricore United is one of Canada's leading agri-businesses with
>headquarters in Winnipeg, Manitoba and extensive operations and
>distribution capabilities across western Canada, as well as operations
>in the United States and Japan.
>Agricore United uses its technology, services and logistics expertise
>to leverage its network of facilities and connect agricultural
>customers to domestic and international customers and suppliers. The
>company's operations are diversified into sales of crop inputs and
>services, grain merchandising, livestock production services and
>financial services. Agricore United's limited voting common shares are
>traded on the Toronto Stock Exchange under the symbol "AU".
>
>About James Richardson International Limited
>
>JRI, a subsidiary of James Richardson & Sons, Limited, is the largest
>privately owned Canadian agribusiness. It handles all major grains,
>oilseeds, and special crops and sells crop inputs and related services
>through farm service centres throughout Canada. JRI, which has 1100
>employees, is also actively involved in food processing through its
>subsidiary Canbra Foods Ltd.
>It has a strong history of growth and profitable operations.
>
>James Richardson & Sons, Limited, established in 1857, is a
>privately-owned Canadian corporation. Headquartered in Winnipeg, the
>Firm is involved in the international grain trade, real estate, energy,
>financial services and investments.
>
>About Ontario Teachers' Pension Plan
>
>The Ontario Teachers' Pension Plan is an independent corporation
>responsible for investing the $100 billion fund and administering the
>pensions of Ontario's 274,000 active and retired elementary and
>secondary school teachers.
>Approximately 40 percent of the fund is invested in public equities. As
>a long-term investor in Canadian stocks, the Ontario Teachers' Pension
>Plan's public equity division features a Relationship Investing team,
>whose mandate is to manage large-scale strategic investments in public
>companies.
>
>Use of Non-GAAP Terms
>
>Earnings before interest, taxes, depreciation and amortization (EBITDA)
>are provided to assist investors in determining the ability of the
>company to generate cash flow from operations to cover financial
>charges before income and expense items from investing activities,
>income taxes and items not considered to be in the ordinary course of
>business. The items excluded in the determination of such measures
>include items that are non-cash in nature, income taxes, financing
>charges or items not considered to be in the ordinary course of
>business. EBITDA provides important management information concerning
>business segment performance since the company does not allocate
>financing charges or income taxes to these individual segments. Such
>measures should not be considered in isolation to or as a substitute
>for (i) net income or loss, as an indicator of the company's operating
>performance, or (ii) cash flows from operating, investing and financing
>activities as a measure of the company's liquidity. Such measures do
>not have any standardized meanings prescribed by Canadian GAAP and are
>therefore unlikely to be comparable to similar measures presented by
>other companies.
>
>Average net debt is provided to assist investors and is used by
>management in assessing the company's pro forma liquidity position, and
>to monitor how much debt the company has after subtracting liquid
>assets such as cash and cash equivalents. Average net debt as at such
>dates is calculated by taking the sum of the net debt (calculated as
>noted above) as at the end of each relevant period during the 12 months
>ended on such date and dividing by the appropriate factor. Such a
>measure should not be considered in isolation of or as a substitute for
>current liabilities, short-term debt, or long-term debt as a measure of
>the company's indebtedness.
>
>Forward-Looking Information
>
>Certain statements in this release contain forward-looking information.
>Such
>statements include, but are not limited to, statements that address the
>results, events or activities that the company expects or anticipates
>will or may occur in the future, including statements in respect of the
>growth of the business and operations, competitive strengths, strategic
>initiatives, and plans and references to future operations and results.
>Such statements relate to, among other things, our objectives, goals,
>strategies, intentions, plans, beliefs, expectations and estimates and
>can generally be identified by the use of statements that include words
>such as "believe", "expect", "anticipate", "intend", "plan", "likely",
>"will", "may", "could", "should", "would", "suspect", "outlook",
>"estimate", "forecast", "objective", "continue" (or the negative
>thereof) or similar words or phrases. All of the statements in this
>release which contain forward-looking information are qualified by
>these cautionary statements and the other cautionary statements and
>factors contained herein. Although the company believes that the
>expectations reflected in such statements are reasonable, such
>statements involve risks and uncertainties, and undue reliance should
>not be placed on such statements.
>Important factors that could cause actual results, events or activities
>to differ materially from these expectations include, among other
>things: the risks and uncertainties associated with weather conditions,
>agricultural commodity prices, financial leverage, additional funding
>requirements, international trade and political uncertainty,
>competition, domestic regulation, environmental risks, food safety,
>diseases and other livestock industry risks, acceptance of genetically
>modified products, labour disruptions, dependence on key personnel,
>technological advances, credit risk, foreign exchange risk, competition
>matters relating to the merger of United Grain Growers Limited and
>Agricore Cooperative Ltd., the provisions of the United Grain Growers
>Act, the outcome of the proposed transaction between the company and
>JRI, including achieving estimated synergies, and the unsolicited
>takeover bid initiated by SaskPool on November 7, 2006.
>
>Additional information about these factors and about material factors
>or assumptions underlying such statements may be found in the body of
>this release as well as in the company's 2006 Annual Information Form
>under the heading "Risk Factors", in the MD&A included on pages 6 to 29
>of its 2006 Annual Report and in the Directors' Circular dated December
>12, 2006 and the Notice of Change to Directors' Circular dated February
>8, 2007 issued in response to the take-over bid initiated by SaskPool.
>These are not necessarily all of the important factors that could cause
>actual results, events or activities to differ materially from those
>expressed in any of the company's statements which contain
>forward-looking information. Other known and unpredictable factors
>could also impact its results. Consequently, there can be no assurance
>that the actual results, events or activities anticipated by the
>company will be realized or, even if substantially realized, that they
>will have the expected consequences to, or effects on, the company.
>
>All statements made in this release which contain forward-looking
>information are made as of the date of this document. Unless otherwise
>required by applicable securities laws, the company disclaims any
>intention or obligation to publicly update or revise such statements,
>whether as a result of new information, future events or otherwise.
>
>
>FOR FURTHER INFORMATION PLEASE CONTACT:
>
> Agricore United Investors: Georgeson Toll Free: 1-866-598-9684
>
> Agricore United Lori Robidoux Vice President, Corporate Finance and
>Investor Relations (204) 944-5656 Email: lrobidoux@agricoreunited.com
>
> Agricore United Media: Radean Carter Communications Coordinator (204)
>944-2238 Email: rcarter@agricoreunited.com Website:
>www.agricoreunited.com
>Agri-business
>
>
>WINNIPEG, MANITOBA--(CCNMatthews - Feb. 21, 2007) - Agricore United
>(TSX:AU)
>and James Richardson International Limited ("JRI") announced today that
>they have agreed to combine to create Canada's largest grain company
>and a leading global Canadian agri-business. Under the proposal,
>Agricore United shareholders will receive $6.50 in cash and 0.509
>shares of the combined company for each Limited Voting Common Share.
>Holders of Series A convertible preferred shares of Agricore United
>will receive $24.00 in cash per share.
>The
>Board of Directors of Agricore United will recommend that shareholders
>accept the offer from JRI.
>
>"Today marks a significant development in the history of these two
>companies,"
>says Wayne Drul, Chair of the Agricore United Board of Directors.
>"Agricore United's agricultural roots go back to 1906, and JRI is
>currently celebrating its 150th anniversary. With our combined
>heritage, expertise and reputation for excellence in this industry, the
>merger of these two organizations offers an outstanding agri-business
>solution for shareholders, customers and employees."
>
>"The combined company, Richardson Agricore Limited, will be a true
>Canadian champion, with a broad mix of businesses across Canada and the
>scale, management expertise and financial strength to compete
>globally," said JRI Chairman, Hartley Richardson. "The combined company
>will be well-positioned to create significant value for its
>shareholders and connect its customers to even greater market
>opportunities than we can today. It will carry on the Richardson
>family's commitment to being a trusted partner to Canada's farming
>communities. It will also have a governance structure that ensures the
>direct and ongoing input of producers."
>
>The combination of Agricore United and JRI will create:
>
>- Canada's largest grain company with annual grain shipments in excess
>of
>14
>million tonnes, and an established presence in 50 countries.
>
>- A company with diversified earnings from grain handling, crop
>production services, livestock services, oilseed processing and financial services.
>
>- Combined assets strategically located throughout both western and
>eastern Canada, as well as in the United States and Japan.
>
>- Significant synergies, currently estimated to be about $62 million
>per year.
>The synergies will come from realizing efficiencies in overlapping
>operations, applying best practices to the combined company's
>operations and reducing overhead costs. Expected net integration and
>one-time transaction costs are estimated to be about $31 million.
>
>- A financially strong company with pro forma gross sales of about $5
>billion for the trailing twelve months ending January 31, 2007 and pro
>forma earnings before interest, taxes, depreciation and amortization
>("EBITDA") of $226 million for the same period. Pro forma EBITDA
>including annualization adjustments and expected synergies is estimated
>to be $296 million. Pro forma net average debt of the combined company
>is about $700 million.
>
>- A company with the size and financial strength to take advantage of
>significant growth opportunities.
>
>"This transaction delivers significantly greater value to Agricore
>United shareholders than the hostile takeover bid being put forward by
>Saskatchewan Wheat Pool. Not only does it provide significantly more
>cash, but the offer also poses a lot less risk," says Jon Grant, Chair
>of the Special Committee.
>"Both parties have mutually determined the synergies and efficiencies
>to be gained by the transaction, and we both have a thorough
>understanding of the business plan that will be adopted to achieve those synergies."
>
>JRI contributes a number of complementary assets and skills to the new
>company. Its largest market for grain handling and storage is in
>Saskatchewan and provides a strategic fit for Agricore United's strong
>presence in Alberta and Manitoba, such that the geographic and
>operational diversification of the combined business should ensure it
>is not overly concentrated in any particular area. In addition, Canbra
>Foods Ltd, a subsidiary of JRI, is Canada's largest fully integrated
>canola oil processor with crush capacity of 420,000 tonnes and planned
>capacity of 1.2 million tonnes upon completion of a new canola crush
>plant in Yorkton, Saskatchewan.
>
>The combination of Agricore United and JRI will result in significant
>benefits for customers. The new company will be financially strong and
>will continue to be a dependable provider of innovative and
>cost-effective services and products to farmers, while enhancing its
>presence in the global market for Canadian grains and oilseeds. The
>combined company will be able to draw upon the resources and experience
>within each of Agricore United and JRI to deliver greater value to
>farmers.
>
>As part of the transaction, James Richardson & Sons Limited ("JRSL"),
>the parent company of JRI, will contribute $125 million of cash, and
>Ontario Teachers' Pension Plan ("OTPP") will contribute $266 million of
>cash to fund the cash portion of the offer. On completion of the
>transaction, the total issued and outstanding shares of the combined
>company will be about 103.9 million, with JRSL and OTPP owning 50.5
>percent and 20 percent, respectively.
>The existing holders of Limited Voting Common Shares of Agricore United
>will own 29.5 percent of the combined company, in addition to receiving
>an aggregate of $391 million of cash.
>
>Brian Gibson, OTPP Senior Vice-President, Public Equities, says, "We
>are delighted to be involved in the creation of Richardson Agricore. We
>believe the combined company will be well positioned to create
>long-term value, especially with the input of producers."
>
>The Board of Directors of the new company will be comprised of 11
>directors to be elected by the shareholders of Richardson Agricore.
>JRSL and OTPP have agreed to support the election to the Board of
>Directors of certain individuals. It is expected that the initial board
>will include three nominee representatives of JRSL, two independent
>directors initially selected by OTPP and thereafter nominated by the
>independent nominating committee and approved by OTPP, two producer
>representatives, two additional directors nominated by JRSL who will be
>independent under applicable Canadian securities laws, one independent
>director nominated by consensus of JRSL and OTPP, and the CEO of the
>combined company. The Board of Directors will be chaired by Hartley
>Richardson. In the interim period, Curt Vossen will continue to act as
>President of JRI, and Brian Hayward will continue to act as CEO of
>Agricore United and both will co-chair a transition committee. Upon
>closing of the transaction, Curt Vossen will assume the role of CEO of
>Richardson Agricore.
>
>The Board of Directors of Agricore United, based on the recommendations
>of the Special Committee of the Board of Directors, has determined that
>the transaction is fair to Agricore United shareholders and is in the
>best interests of Agricore United and will recommend that shareholders
>accept the offers from JRI. The company's financial advisors, Scotia
>Capital Inc. and Blair Franklin Capital Partners Inc. have each
>provided an opinion to the Board of Directors and the Special Committee
>that the consideration under the offer is fair, from a financial point
>of view, to Agricore United shareholders. The Board of Directors
>continues to recommend that Agricore United shareholders reject the
>offers by Saskatchewan Wheat Pool Inc.
>("SaskPool") to purchase Limited Voting Common Shares and Series A
>convertible preferred shares.
>
>The terms of JRI's offer, including additional information regarding
>the synergies, will be contained in JRI's bid circular which will be
>mailed to Agricore United shareholders. The offer will be subject to
>certain conditions, including the tender of at least 75 percent of the
>outstanding Limited Voting Common Shares and the receipt of necessary
>regulatory clearances.
>
>Pursuant to its pre-existing contractual arrangements with Agricore
>United, Archer Daniels Midland Company ("ADM"), which holds
>approximately 28 percent of the outstanding Agricore United shares, is
>required to tender its shares to a bona fide takeover bid for all of
>the Agricore United shares, and to vote its shares in favour of a bona
>fide proposed merger, amalgamation or arrangement proposal that has
>been recommended or accepted by Agricore United's Board of Directors,
>unless prior to the expiry of such a takeover bid, or before the date
>on which the shareholders of Agricore United approve such a
>transaction, ADM makes a proposal to Agricore United that the Board of
>Directors of Agricore United has determined is more favourable than
>such a takeover bid or transaction.
>
>Agricore United will call shareholders meetings to approve the
>continuance of Agricore United to the Canada Business Corporations Act
>and a plan of arrangement providing for the acquisition by JRI of the
>shares of Agricore United on terms identical to the offer, to be
>effected following the expiry of the offer. The acquisition agreement
>also includes customary non-solicitation and fiduciary out provisions,
>including a termination fee payable to JRI of
>$24 million in certain circumstances, and a right on the part of JRSL
>and JRI to match a superior proposal. The transaction is expected to be
>completed in mid 2007.
>
>Agricore United shareholders are urged to read JRI's bid circular and
>Agricore United's directors' circular and proxy circular in detail when
>such documents are issued. Such documents will be mailed to Agricore
>United shareholders and will be available at www.sedar.com.
>
>RBC Capital Markets is the financial advisor to JRI. Scotia Capital Inc.
>and
>Blair Franklin Capital Partners Inc. are financial advisors to the
>Special Committee and the Board of Directors of Agricore United.
>
>Shareholder and Media Conference Call
>
>Agricore United and JRI will host a conference call on Wednesday,
>February 21,
>2007 at 10:00 am CST/11:00 am EST. Dialing instructions for the call
>are as
>follows:
>
>North America: 1-888-575-8232 or 1-416-406-6419
>
>Confirmation Number: 3215623
>
>The conference call will also be digitally recorded and will be
>available for re-broadcast until March 21, 2007. To access the
>playback, call 1-800-408-3053. The Passcode Number for the playback is
>3215623#.
>
>Additional Information Regarding JRI and the Transactions
>
>A presentation containing additional information about JRI and the
>transaction will be posted on JRI's website (www.jri.ca) following the
>shareholder and media conference call.
>
>Update on Saskatchewan Wheat Pool Offer
>
>The Agricore United Board of Directors maintains its unanimous
>recommendation that shareholders reject the SaskPool offer and not
>tender their shares to that offer. If shareholders have already
>tendered to the SaskPool offer, the Board recommends that they withdraw
>them immediately. For assistance in doing so, shareholders are urged to
>contact Georgeson, toll free within North America at 1-866-598-9684.
>
>About Agricore United
>
>Agricore United is one of Canada's leading agri-businesses with
>headquarters in Winnipeg, Manitoba and extensive operations and
>distribution capabilities across western Canada, as well as operations
>in the United States and Japan.
>Agricore United uses its technology, services and logistics expertise
>to leverage its network of facilities and connect agricultural
>customers to domestic and international customers and suppliers. The
>company's operations are diversified into sales of crop inputs and
>services, grain merchandising, livestock production services and
>financial services. Agricore United's limited voting common shares are
>traded on the Toronto Stock Exchange under the symbol "AU".
>
>About James Richardson International Limited
>
>JRI, a subsidiary of James Richardson & Sons, Limited, is the largest
>privately owned Canadian agribusiness. It handles all major grains,
>oilseeds, and special crops and sells crop inputs and related services
>through farm service centres throughout Canada. JRI, which has 1100
>employees, is also actively involved in food processing through its
>subsidiary Canbra Foods Ltd.
>It has a strong history of growth and profitable operations.
>
>James Richardson & Sons, Limited, established in 1857, is a
>privately-owned Canadian corporation. Headquartered in Winnipeg, the
>Firm is involved in the international grain trade, real estate, energy,
>financial services and investments.
>
>About Ontario Teachers' Pension Plan
>
>The Ontario Teachers' Pension Plan is an independent corporation
>responsible for investing the $100 billion fund and administering the
>pensions of Ontario's 274,000 active and retired elementary and
>secondary school teachers.
>Approximately 40 percent of the fund is invested in public equities. As
>a long-term investor in Canadian stocks, the Ontario Teachers' Pension
>Plan's public equity division features a Relationship Investing team,
>whose mandate is to manage large-scale strategic investments in public
>companies.
>
>Use of Non-GAAP Terms
>
>Earnings before interest, taxes, depreciation and amortization (EBITDA)
>are provided to assist investors in determining the ability of the
>company to generate cash flow from operations to cover financial
>charges before income and expense items from investing activities,
>income taxes and items not considered to be in the ordinary course of
>business. The items excluded in the determination of such measures
>include items that are non-cash in nature, income taxes, financing
>charges or items not considered to be in the ordinary course of
>business. EBITDA provides important management information concerning
>business segment performance since the company does not allocate
>financing charges or income taxes to these individual segments. Such
>measures should not be considered in isolation to or as a substitute
>for (i) net income or loss, as an indicator of the company's operating
>performance, or (ii) cash flows from operating, investing and financing
>activities as a measure of the company's liquidity. Such measures do
>not have any standardized meanings prescribed by Canadian GAAP and are
>therefore unlikely to be comparable to similar measures presented by
>other companies.
>
>Average net debt is provided to assist investors and is used by
>management in assessing the company's pro forma liquidity position, and
>to monitor how much debt the company has after subtracting liquid
>assets such as cash and cash equivalents. Average net debt as at such
>dates is calculated by taking the sum of the net debt (calculated as
>noted above) as at the end of each relevant period during the 12 months
>ended on such date and dividing by the appropriate factor. Such a
>measure should not be considered in isolation of or as a substitute for
>current liabilities, short-term debt, or long-term debt as a measure of
>the company's indebtedness.
>
>Forward-Looking Information
>
>Certain statements in this release contain forward-looking information.
>Such
>statements include, but are not limited to, statements that address the
>results, events or activities that the company expects or anticipates
>will or may occur in the future, including statements in respect of the
>growth of the business and operations, competitive strengths, strategic
>initiatives, and plans and references to future operations and results.
>Such statements relate to, among other things, our objectives, goals,
>strategies, intentions, plans, beliefs, expectations and estimates and
>can generally be identified by the use of statements that include words
>such as "believe", "expect", "anticipate", "intend", "plan", "likely",
>"will", "may", "could", "should", "would", "suspect", "outlook",
>"estimate", "forecast", "objective", "continue" (or the negative
>thereof) or similar words or phrases. All of the statements in this
>release which contain forward-looking information are qualified by
>these cautionary statements and the other cautionary statements and
>factors contained herein. Although the company believes that the
>expectations reflected in such statements are reasonable, such
>statements involve risks and uncertainties, and undue reliance should
>not be placed on such statements.
>Important factors that could cause actual results, events or activities
>to differ materially from these expectations include, among other
>things: the risks and uncertainties associated with weather conditions,
>agricultural commodity prices, financial leverage, additional funding
>requirements, international trade and political uncertainty,
>competition, domestic regulation, environmental risks, food safety,
>diseases and other livestock industry risks, acceptance of genetically
>modified products, labour disruptions, dependence on key personnel,
>technological advances, credit risk, foreign exchange risk, competition
>matters relating to the merger of United Grain Growers Limited and
>Agricore Cooperative Ltd., the provisions of the United Grain Growers
>Act, the outcome of the proposed transaction between the company and
>JRI, including achieving estimated synergies, and the unsolicited
>takeover bid initiated by SaskPool on November 7, 2006.
>
>Additional information about these factors and about material factors
>or assumptions underlying such statements may be found in the body of
>this release as well as in the company's 2006 Annual Information Form
>under the heading "Risk Factors", in the MD&A included on pages 6 to 29
>of its 2006 Annual Report and in the Directors' Circular dated December
>12, 2006 and the Notice of Change to Directors' Circular dated February
>8, 2007 issued in response to the take-over bid initiated by SaskPool.
>These are not necessarily all of the important factors that could cause
>actual results, events or activities to differ materially from those
>expressed in any of the company's statements which contain
>forward-looking information. Other known and unpredictable factors
>could also impact its results. Consequently, there can be no assurance
>that the actual results, events or activities anticipated by the
>company will be realized or, even if substantially realized, that they
>will have the expected consequences to, or effects on, the company.
>
>All statements made in this release which contain forward-looking
>information are made as of the date of this document. Unless otherwise
>required by applicable securities laws, the company disclaims any
>intention or obligation to publicly update or revise such statements,
>whether as a result of new information, future events or otherwise.
>
>
>FOR FURTHER INFORMATION PLEASE CONTACT:
>
> Agricore United Investors: Georgeson Toll Free: 1-866-598-9684
>
> Agricore United Lori Robidoux Vice President, Corporate Finance and
>Investor Relations (204) 944-5656 Email: lrobidoux@agricoreunited.com
>
> Agricore United Media: Radean Carter Communications Coordinator (204)
>944-2238 Email: rcarter@agricoreunited.com Website:
>www.agricoreunited.com