UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 9)
UAP HOLDING CORP.
(Name of Subject Company (Issuer))
AGRIUM INC.
AGRIUM U.S. INC.
UTAH ACQUISITION CO.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
903441103
(CUSIP Number of Class of Securities)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8700
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
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Leslie ODonoghue, Esq.
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Edwin S. Maynard, Esq.
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Patrick C. Finnerty, Esq.
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Agrium Inc.
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Robert B. Schumer, Esq.
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Blake, Cassels & Graydon LLP
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13131 Lake Fraser Drive S.E.
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Paul, Weiss, Rifkind, Wharton & Garrison LLP
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3500 Bankers Hall East Tower
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Calgary, Alberta
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1285 Avenue of the Americas
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855 Second Street SW
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Canada T2J 7E8
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New York, New York 10019-6064
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Calgary, Alberta, Canada T2P 4J8
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(403) 225-7000
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(212) 373-3097
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(403) 260-9600
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee*
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$
2,146,255,430
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$
65,891
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*
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Estimated solely for purposes of calculating the filing fee. The amount of the filing fee is calculated by multiplying the transaction value
by 0.0000307. The transaction valuation was calculated by adding the sum of (i) the offer price of $39.00 per share multiplied by 52,457,020
shares of common stock, par value $0.001 per share, of UAP Holding Corp. outstanding as of November 30, 2007, (ii)(a) 1,411,305 shares of common
stock par value $0.001 per share, of UAP Holding Corp., which were subject to issuance pursuant to the exercise of outstanding options as of
November 30, 2007, multiplied by (b) the amount equal to $39.00 minus $2.56 (the weighted average exercise price of such outstanding options),
and (iii) the offer price of $39.00 per share multiplied by 1,256,505 shares of common stock, par value $0.001 per share, of UAP Holding Corp.,
which were subject to issuance pursuant to the settlement of outstanding restricted stock units and the distribution of shares with respect to
deferred equity units as of November 30, 2007.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$65,891.00
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Filing Party:
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Agrium Inc., Agrium U.S. Inc. and Utah Acquisition Co.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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December 10, 2007
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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This Amendment No. 9 (this
Amendment
) amends and supplements the Tender Offer Statement on
Schedule TO (as previously amended, the
Schedule TO
) filed with the Securities and Exchange
Commission (the
SEC
) on December 10, 2007, by (i) Agrium Inc., a corporation governed by the
Canada Business Corporations Act (
Parent
), (ii) Agrium U.S. Inc., a Colorado corporation and an
indirect wholly-owned subsidiary of Parent (
Purchaser
), and (iii) Utah Acquisition Co., a
Delaware corporation and a direct wholly-owned subsidiary of Purchaser (
Merger Sub
). The Schedule
TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common
stock, par value $0.001 per share (the
Shares
), of UAP Holding Corp., a Delaware corporation (the
Company
), at a purchase price of $39.00 per Share, net to the seller in cash without interest
thereon and less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 10, 2007 (as previously amended, the
Offer to
Purchase
), and in the related Letter of Transmittal, copies of which are attached to the Schedule
TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with the Offer to Purchase,
as each may be amended or supplemented from time to time, collectively constitute the
Offer
).
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such
terms in the Offer to Purchase.
The information in the Offer to Purchase is incorporated into this Amendment by reference to
all of the applicable items in the Schedule TO, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 11.
Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On April 18, 2008, Parent announced that Purchaser had extended the Offer, upon the terms and
conditions set forth in the Offer to Purchase, until 12:00 midnight, New York City time, on Friday,
May 2, 2008. The Offer had been previously scheduled to expire at 12:00 midnight, New York City
time, on Wednesday, April 30, 2008. The Depositary has advised Parent and Purchaser that, as of
5:00 p.m., New York City time, on April 17, 2008, an aggregate of approximately 26.25 million
Shares had been tendered and not withdrawn, representing approximately 49.8% of all of the
outstanding Shares. The Offer continues to be conditioned upon the conditions described in Section
15Conditions to the Offer of the Offer to Purchase.
Item 11 of the Schedule TO is hereby amended and supplemented by deleting the last four
sentences in the second paragraph in the Offer to Purchase under Section 16 Certain Regulatory
and Legal Matters and adding the following thereafter:
On April 18, 2008, Parent announced that it has reached an agreement with the FTC on the
terms of a Consent Decree which Parent is optimistic will allow for the closing of the transaction
by early May, 2008. Parent is undertaking the divestiture of up to seven retail centers (out of a
total of approximately 370 stores) identified by the FTC as areas of concern. The Consent Decree
would allow for the closing of the Offer prior to finalizing the divestiture of these outlets. The
Consent Decree is subject to the approval of the FTC Commissioners who will be reviewing the
matter. Parent intends to re-file its Form with respect to the acquisition of Shares in the Offer
with the FTC on April 18, 2008.
On April 18, 2008, Parent issued a press release regarding the extension of the Offer as well
as the anticipated Consent Decree from the FTC and the re-filing of its Form, the full text of
which is filed as Exhibit (a)(5)(xiv) to this Amendment and is incorporated by reference herein.
Item 12.
Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to include the following:
"(a)(5)(xiv) Press Release issued by Parent on April 18, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on April 18, 2008).