Potash Corporation of Saskatchewan Inc. (TSX:POT) entered into an arrangement agreement to acquire Agrium Inc. (TSX:AGU) for CAD 17.13 billion in a merger of equals transaction on September 11, 2016. Upon the effectiveness of the arrangement, the holders of Potash Corporation of Saskatchewan Inc. will receive common shares of the new parent company at a ratio of 0.4 for each common share and the holders of Agrium common shares will receive the new parent company's common shares at a ratio of 2.23 for each Agrium common share. Following the close of the transaction, PotashCorp shareholders will own approximately 52% of the new company, and Agrium shareholders will own approximately 48% on a fully diluted basis. In addition, each equity incentive award of Potash Corporation and Agrium will be assumed or replaced by the new parent company after the effective time of the arrangement based on the applicable exchange ratio. Either of the company that breaches the agreement terms will be obligated to pay a CAD 632.69 million ($485 million) termination fee to the other party. Upon closing of the transaction, Agrium and PotashCorp will operate as Nutrien Ltd. and the common shares of Nutrien are expected to commence trading on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol “NTR” at the opening of market on January 2, 2018. Agrium Inc. will be removed from all S&P/TSX indices.

Both companies are subject to “non-solicitation” restrictions on their ability to initiate, solicit or knowingly encourage or facilitate alternative transaction proposals. However, each party and its representatives may, prior to the receipt of approval of the arrangement by the shareholders, enter into or participate in any discussions or negotiations with third parties that submit a written alternative transaction proposal that the party's board of directors has determined, after consultation with outside legal and financial advisors, constitutes or could reasonably be expected to lead to a superior proposal, provided that such alternative transaction proposal did not result from a breach of the “non-solicitation” provisions and subject to certain other requirements being met before such action. Upon closing of the transaction, Jochen Tilk will serve as Executive Chairman, and Chuck Magro will serve as Chief Executive Officer, both reporting to the new Board of Directors. Wayne Brownlee will serve as Chief Financial Officer, and Steve Douglas will serve as Chief Integration Officer. Additional senior leadership positions for the new company will be named at a later date. The new company's Board of Directors will have equal representation. The Board's independent Lead Director will be designated by Agrium. Following the closing of the transaction, the new company will have its registered head office in Saskatoon, with Canadian corporate offices in both Calgary and Saskatoon.

The acquisition has been approved unanimously by the Board of Directors of both Potash Corporation of Saskatchewan and Agrium Inc. The arrangement is subject to approval by two-thirds votes of each of Potash Corporation of Saskatchewan's and Agrium's shareholders, Court approval, required regulatory approvals including approval under the Competition Act of Canada, HSR Act of United States antitrust laws, conditional approval of the listing of the new parent company's common shares on the Toronto Stock Exchange and the New York Stock Exchange, holders of not more than 5% of the number of the new parent company's common shares that otherwise would be outstanding following completion of the arrangement exercising rights of dissent with respect to the arrangement, the absence of a material adverse change with respect to each party, and other customary closing conditions. On October 3, 2016, Potash Corporation and Agrium obtained an interim order of the court, which provides for, among other things, the calling and the holding of a special meeting of the Agrium's shareholders and a special meeting of Agrium's security holders and other procedural matters related to the arrangement. The record date for the security holder and shareholder meetings was September 22, 2016. Shareholders of Agrium and Potash Corporation of Saskatchewan Inc. approved the transaction on November 3, 2016. On November 7, 2016, the transaction was approved by Ontario Superior Court of Justice. As of March 23, 2017 the Competition Commission of India put the transaction under scrutiny. As of September 11, 2017, the transaction has been approved by Canadian Competition Bureau. The transaction has received unconditional clearance for the merger in both Brazil and Russia. As of October 18, 2017, an Indian appellate court approved a settlement reached between the merger parties and the Competition Commission of India (CCI) and directed the CCI to issue a clearance order. The CCI's approval will be conditioned on the parties' commitment to divest PotashCorp's minority shareholdings in Arab Potash Company, Israel Chemicals, Ltd. and Sociedad Quimica y Minera de Chile S.A. within a period of 18 months from the issuance of the order. As of November 7, 2017, China's Ministry of Commerce ("MOFCOM") has approved the proposed merger. MOFCOM's approval will be conditioned on the parties' commitment to divest PotashCorp's minority shareholdings in Arab Potash Company and Sociedad Quimica y Minera de Chile S.A. within 18 months and Israel Chemicals Ltd. within 9 months from the closing of the merger transaction. As on December 27, 2017, the transaction has received clearance from the United States' Federal Trade Commission and has now obtained all regulatory approvals required to close the transaction. The transaction is expected to close during mid-2017. As of March 1, 2017, Potash Corporation expects to close merger in third quarter of 2017. As of September 7, 2017, the transaction is expected to close by the end of fourth quarter of 2017. The transaction is now expected close on January 1, 2018.

Kenneth Grahame of Barclays Capital Inc. and Paul Spafford and Richard FInkelstein of CIBC Capital Markets acted as financial advisors for Agrium Inc. Peter Keohane, Ross Bentley and Shlomi Feiner of Blake, Cassels & Graydon LLP, Robert B. Schumer, Edwin S. Maynard and Matthew W. Abbott of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Walied Soliman and Paul Fitzgerald of Norton Rose Fulbright Canada LLP and Michael Egge, Amanda Reeves, Farrell Malone and Lindsey Champlinof Latham & Watkins LLP acted as legal advisors for Agrium Inc. Patrick Ramsey, Alistair Hunt, and Dan Mida of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Gordon Bell of Capital Markets Inc acted as financial advisors for Potash Corporation of Saskatchewan Inc. William Braithwaite, Mike Devereaux, Lawson Hunter, J.R. Laffin and Susan Hutton of Stikeman Elliott LLP and Robert Profusek and Phil Proger of Jones Day acted as legal advisors for Potash Corporation of Saskatchewan Inc. Richard Robinson, Rob Kindler and Jan Lennertz of Morgan Stanley & Co LLC is acted as joint financial advisor to Agrium and Potash Corp. Nathan Boidman, Nathan Boidman, Michael N. Kandev, John Lennard and Marc André Gaudreau Duval from Davies Ward Phillips & Vineberg LLP acted as the legal advisors to Potash Corporation of Saskatchewan. Joele Frank and Barrett Golden and Andrew Siegel of Joele Frank, Wilkinson Brimmer Katcher acted as PR advisor to Agrium and Potash. Kingsdale Shareholder Services Inc. acted as information agent to Potash Corporation and Agrium and will receive an aggregate fee of CAD 0.35 million. Innisfree M&A Inc. acted as information agent to Potash Corporation and Agrium and would receive an aggregate monthly fee of $0.05 million (CAD 0.06 million). AST Trust Company acted as registrar for Agrium. Shardul Amarchand Mangaldas & Co acted as legal advisor for Agrium and Potash Corporation on obtaining approval from the Competition Commission of India.

Potash Corporation of Saskatchewan Inc. (TSX:POT) completed the acquisition of Agrium Inc. (TSX:AGU) in a merger of equals transaction on January 1, 2018. Nutrien common shares will start trade on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol NTR from January 2, 2018. Effective January 1, 2018, Potash Corporation of Saskatchewan and Agrium become wholly owned subsidiary of Nutrien. Trading of common shares of Agrium and PotashCorp was halted on the Toronto Stock Exchange and New York Stock Exchange concurrently with the listing of Nutrien common shares on such exchanges. PotashCorp shareholders receiving 0.4 common shares of Nutrien for each common share of PotashCorp and Agrium shareholders received 2.23 common shares of Nutrien for each common share of Agrium. The board of directors and senior leadership team of Nutrien will include, Jochen Tilk will serve as the Executive Chairman, Derek Pannell as the board's independent lead director, in addition to Chuck Magro and Jochen Tilk,, Nutrien's senior leadership team include Wayne Brownlee, Executive Vice President & Chief Financial Officer, and Steve Douglas, Executive Vice President & Chief Integration Officer. Additional members of Nutrien's senior leadership team include, Harry Deans, Executive Vice President and President of Nitrogen, Michael Frank, Executive Vice President and President, Retail, Kevin Graham, Executive Vice President and President, Sales, Susan Jones, Executive Vice President and President, Phosphate, Lee Knafelc, Executive Vice President & Chief Sustainability Officer, Leslie O'Donoghue, Executive Vice President & Chief Strategy & Corporate Development Officer, Joe Podwika, Executive Vice President & Chief Legal Officer, Brent Poohkay, Executive Vice President & Chief Information Officer, Raef Sully, Executive Vice President and President, Potash and Mike Webb, Executive Vice President & Chief Human Resources Officer. Donald Chynoweth, C. Steven Hoffman and Zoe Yujnovich resigned as directors of Potash Corporation of Saskatchewan. On January 2, 2018, the merged entity began trading on the Toronto Stock Exchange and NewYork Stock Exchange under the symbol "NTR", and the shares of PotashCorp and Agrium were delisted. Christopher Morgan, Edward Micheletti and Paul Schnell Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisors to Bank of America Merrill Lynch and RBC Capital Markets. Marzulli Jr., John A. of Shearman & Sterling acted as legal advisor to Barclays Capital Inc.