SASKATOON, SK and CALGARY, AB --(Marketwired - December 19, 2017)
- Potash Corporation of Saskatchewan Inc. (PotashCorp) (TSX: POT) (NYSE: POT) and Agrium Inc. (TSX: AGU) (NYSE:
AGU) today announced that eligible Canadian resident registered shareholders must complete, sign and return a letter of
transmittal and election form with their share certificate(s) to AST Trust Company (Canada) (the Depositary) by the Election
Deadline (as defined below) in order to make the election described below in respect of their Agrium or PotashCorp common shares
in connection with the merger of equals transaction involving PotashCorp, Agrium and their new parent entity, Nutrien Ltd.
Beneficial shareholders that do not have their common shares of Agrium or PotashCorp registered in
their name (rather, such shares are registered in the name of a broker or other intermediary) should contact their broker or
other intermediary for instructions and assistance regarding the timing of, and their eligibility, to make, an election in
respect of their Agrium or PotashCorp shares. Every broker and other intermediary has its own procedures with respect to the
election and may have a deadline that is earlier than the Election Deadline.
The deadline (Election Deadline) for eligible Canadian residents that are registered Agrium and PotashCorp
shareholders to make an election to have the exchange of their Agrium or PotashCorp shares carried out in such a manner that may
allow such shareholders to defer the realization of any accrued capital gain or capital loss for Canadian federal income tax
purposes (without the need to complete any tax election forms) is 5:00 p.m. (Central Standard Time) on Friday, December 29, 2017.
See "Part I – The Arrangement - Certain Canadian Federal Income Tax Considerations" of the joint information circular of
Agrium and PotashCorp dated October 3, 2016 (Circular) for further information with respect to the election described above. As
noted in the Circular, shareholders should consult their own tax advisors for advice in respect of the consequences to them of
the transaction having regard to their particular circumstances.
Any letter of transmittal deposited with the Depositary will be revocable up to the Election Deadline by
written notice or by filing a later-dated letter of transmittal received by the Depositary prior to the Election Deadline. A
letter of transmittal may not be withdrawn by a shareholder after the Election Deadline. In the event that the transaction is not
completed, any share certificates delivered to the Depositary will be returned.
Agrium and PotashCorp have amended the definition of the Election Deadline in the plan of arrangement (which
sets out the steps for completion of the transaction) to remove the requirement for such date to be not more than three business
days before the closing date. This amendment will allow the parties to complete the proposed transaction as soon as possible
following completion of the regulatory approval process in the United States, without affecting the time period for eligible
registered shareholders to submit their elections.
Agrium's letter of transmittal and election form is available on Agrium's website at www.agrium.com, and PotashCorp's letter of transmittal and election form is available on PotashCorp's website at
www.potashcorp.com, and both letters of transmittal are available on the merger website of Agrium and PotashCorp at
www.worldclasscropinputsupplier.com. Copies of the applicable letter of transmittal and election form are also available under
Agrium's and PotashCorp's respective profiles on SEDAR at www.sedar.com and the Securities and Exchange Commission's website at
www.sec.gov. Additional copies of the letters of transmittal are also available by contacting Kingsdale Advisors at contactus@kingsdaleadvisors.com.
Additional information on the merger between Agrium and PotashCorp can be found at the following website
http://www.worldclasscropinputsupplier.com/. Information about Agrium and PotashCorp can be found under their
respective corporate profiles on SEDAR at www.sedar.com or on EDGAR at www.sec.gov, respective websites at www.agrium.com and www.potashcorp.com, or by contacting the representatives below.
About PotashCorp
PotashCorp is the world's largest crop nutrient company and plays an integral role in global food production.
The company produces the three essential nutrients required to help farmers grow healthier, more abundant crops. With global
population rising and diets improving in developing countries, these nutrients offer a responsible and practical solution to
meeting the long-term demand for food. PotashCorp is the largest producer, by capacity, of potash and one of the largest
producers of nitrogen and phosphate. While agriculture is its primary market, the company also produces products for animal
nutrition and industrial uses. Common shares of Potash Corporation of Saskatchewan Inc. are listed on the Toronto Stock Exchange
and the New York Stock Exchange.
About Agrium
Agrium Inc. is a major global producer and distributor of agricultural products, services and solutions.
Agrium produces nitrogen, potash and phosphate fertilizers, with a combined wholesale nutrient capacity of approximately eleven
million tonnes and with significant competitive advantages across our product lines. Agrium supplies key products and services
directly to growers, including crop nutrients, crop protection, seed, as well as agronomic and application services, thereby
helping growers to meet the ever growing global demand for food and fibre. Agrium retail-distribution has an unmatched network of
approximately 1,500 facilities and over 3,300 crop consultants who provide advice and products to our grower customers to help
them increase their yields and returns on hundreds of different crops. With a focus on sustainability, the company strives to
improve the communities in which it operates through safety, education, environmental improvement and new technologies such as
the development of precision agriculture and controlled release nutrient products. Agrium is focused on driving operational
excellence across our businesses, pursuing value-enhancing growth opportunities and returning capital to shareholders. For more
information visit: www.agrium.com.
Forward-Looking Statements
Certain statements and other information included in this press release constitute "forward-looking
information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws. All
statements in this press release, other than those relating to historical information or current conditions, are forward-looking
statements, including, but not limited to: the completion of the proposed transaction and the expected completion date of the
proposed transaction.
Forward-looking statements in this press release are based on certain key expectations and assumptions
made by Agrium and PotashCorp, including expectations and assumptions concerning the time necessary to satisfy the conditions to
the closing of the transaction. These dates may change for a number of reasons, including the need for additional time to satisfy
the regulatory and other customary conditions to the completion of the transaction. Although Agrium and PotashCorp believe that
the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because Agrium and PotashCorp can give no assurance that they will prove to be
correct.
Agrium and PotashCorp disclaim any intention or obligation to update or revise any forward-looking
statements in this press release as a result of new information or future events, except as may be required under applicable U.S.
federal securities laws or applicable Canadian securities legislation.