UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

 In the Matter of

AGRIUM INC.,

 a corporation.

 File No. 091-0068

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”), having initiated an investigation of the

proposed acquisition by Agrium Inc. (hereinafter “Proposed Respondent”) of CF Industries

Holdings, Inc., and it now appearing that Proposed Respondent is willing to enter into this

Agreement Containing Consent Orders (“Consent Agreement”) to divest certain assets and

providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized

officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Agrium Inc. is a company organized, existing and doing business

under and by virtue of the laws of Canada, with its office and principal place of business

located at 13131 Lake Fraser Drive SE, Calgary, Alberta, T2J7E8, Canada.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint

here attached.

3. Proposed Respondent waives:

a. any further procedural steps;

b. the requirement that the Commission’s Decision and Order and Order to Hold Separate

and Maintain Assets, both of which are attached hereto and made a part hereof, contain a

statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise challenge or contest the validity of the

Decision and Order or the Order to Hold Separate and Maintain Assets entered pursuant

to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.
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4. Because there may be interim competitive harm, the Commission may issue its Complaint

and the Order to Hold Separate and Maintain Assets in this matter at any time after it

accepts the Consent Agreement for public comment.

5. Not later than thirty (30) days after the date this Consent Agreement is signed by Proposed

Respondent, Proposed Respondent shall submit an initial report, pursuant to Section 2.33 of

the Commission’s Rules, 16 C.F.R. § 2.33. Proposed Respondent shall also submit

subsequent reports every thirty (30) days thereafter until the Order to Hold Separate and

Maintain Assets becomes final, at which time the reporting obligations contained in the

Order to Hold Separate and Maintain Assets (other than the requirement to submit an initial

report pursuant to this Consent Agreement) shall control. Such reports shall be signed by

Proposed Respondent and set forth in detail the manner in which Proposed Respondent has

complied, is complying, and will comply with the Order to Hold Separate and Maintain

Assets and the Decision and Order. Such reports will not become part of the public record

unless and until the Consent Agreement and Decision and Order are accepted by the

Commission for public comment.

6. In each of the reports described in Paragraph 5, Proposed Respondent shall provide

sufficient information and documentation to enable the Commission to determine

independently whether Proposed Respondent is in compliance with this Consent Agreement

and each of the Orders. All reports shall be verified by a notarized signature or sworn

statement of Proposed Respondent, or self verified in the manner set forth in 28 U.S.C.

§1746. Section 2.41(a) of the Commission’s Rules of Practice requires that an original and

two copies of all compliance reports be filed with the Commission. Proposed Respondent

shall file the original report and one copy with the Secretary of the Commission, and shall

send at least one copy directly to the Bureau of Competition’s Compliance Division.

7. This Consent Agreement shall not become part of the public record of the proceeding unless

and until it is accepted by the Commission. If this Consent Agreement is accepted by the

Commission, it, together with the draft of Complaint contemplated thereby, will be placed

on the public record for a period of thirty (30) days and information in respect thereto

publicly released. The Commission thereafter may either withdraw its acceptance of this

Consent Agreement and so notify Proposed Respondent, in which event it will take such

action as it may consider appropriate, or issue or amend its Complaint (in such form as the

circumstances may require) and issue its Decision and Order, in disposition of the

proceeding.

8. This Consent Agreement is for settlement purposes only and does not constitute an

admission by Proposed Respondent that the law has been violated as alleged in the draft of

Complaint here attached, or that the facts as alleged in the draft of Complaint, other than

jurisdictional facts, are true.

9. This Consent Agreement contemplates that, if it is accepted by the Commission, the

Commission may (a) issue and serve its Complaint corresponding in form and substance

with the draft of Complaint here attached, (b) issue and serve its Order to Hold Separate and
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Maintain Assets, and (c) make information public with respect thereto. If such acceptance is

not subsequently withdrawn by the Commission pursuant to the provisions of Commission

Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further notice to Proposed

Respondent, issue the attached Decision and Order containing an order to divest and

providing for other relief in disposition of the proceeding.

10. When final, the Decision and Order and the Order to Hold Separate and Maintain Assets

shall have the same force and effect and may be altered, modified or set aside in the same

manner and within the same time provided by statute for other orders. The Decision and

Order and the Order to Hold Separate and Maintain Assets shall become final upon service. 

Delivery of the Complaint, the Decision and Order, and the Order to Hold Separate and

Maintain Assets to Proposed Respondent by any means provided in Commission Rule

4.4(a), 16 C.F.R. § 4.4(a) – including, but not limited to, delivery to the office within the

United States of Joseph J. Simons, at the Washington, DC, offices of Paul, Weiss, Rifkind,

Wharton & Garrison LLP – shall constitute service as to Proposed Respondent. Proposed

Respondent waives any right it may have to any other manner of service. Proposed

Respondent also waives any right it may otherwise have to service of any Exhibits

incorporated by reference into the Decision and Order, and agrees that it is bound to comply

with and will comply with the Decision and Order and the Order to Hold Separate and

Maintain Assets to the same extent as if it had been served with copies of the Exhibits,

where Proposed Respondent is already in possession of copies of such Exhibits.

11. The Complaint may be used in construing the terms of the Decision and Order and the Order

to Hold Separate and Maintain Assets, and no agreement, understanding, representation, or

interpretation not contained in the Decision and Order, the Order to Hold Separate and

Maintain Assets, or the Consent Agreement may be used to vary or contradict the terms of

the Decision and Order or the Order to Hold Separate and Maintain Assets.

12. By signing this Consent Agreement, Proposed Respondent represents and warrants that it

can accomplish the full relief contemplated by the attached Decision and Order (including

effectuating all required divestitures, assignments, and transfers) and the Order to Hold

Separate and Maintain Assets and that all parents, subsidiaries, affiliates, and successors

necessary to effectuate the full relief contemplated by this Consent Agreement are: (1)

within the control of the party to this Consent Agreement, or (2) will be in the control of the

party to this Consent Agreement after the proposed acquisition.

13. Proposed Respondent has read the draft of Complaint, the Decision and Order, and the

Order to Hold Separate and Maintain Assets contemplated hereby. Proposed Respondent

understands that once the Decision and Order and the Order to Hold Separate and Maintain

Assets have been issued, it will be required to file one or more compliance reports showing

that it has fully complied with the Decision and Order and the Order to Hold Separate and

Maintain Assets. 

14. Proposed Respondent agrees to comply with the terms of the proposed Decision and Order

and the Order to Hold Separate and Maintain Assets from the date it signs this Consent
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Agreement. Proposed Respondent further understands that it may be liable for civil

penalties in the amount provided by law for each violation of the Decision and Order and of

the Order to Hold Separate and Maintain Assets after they become final.

AGRIUM INC.

By: 

Michael M. Wilson

President and Chief Executive Officer

Agrium Inc.

Date: 

By: 

Joseph J. Simons, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Counsel for Agrium Inc.

Date:_________________________

FEDERAL TRADE COMMISSION

By: 

Robert S. Tovsky

Deputy Assistant Director

Bureau of Competition

APPROVED:

By: ____________________________

Catharine M. Moscatelli

Assistant Director

Bureau of Competition

Date:________________________

 

Norman Armstrong, Jr.

Acting Deputy Director

Bureau of Competition

Date: 

 

Richard S. Feinstein

Director

Bureau of Competition

Date: