AGREEMENT AND PLAN OF MERGER Dated as of December 2, 2007 by and among AGRIUM INC., UTAH ACQUISITION CO. and UAP HOLDING CORP. _________________________________________________________________________Merger Agreement • December 3rd, 2007 • Uap Holding Corp • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 2, 2007, is by and among AGRIUM INC., a corporation governed by the Canada Business Corporations Act (“Parent”), UTAH ACQUISITION CO., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and UAP HOLDING CORP., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement have the respective meanings specified in Section 9.03.
