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The Commission has received a petition from Agrium Inc. (Agrium) requesting approval of a proposed divestiture related to Agrium’s recent acquisition of UAP Holding Corporation (UAP). Under the terms of the FTC consent order arising from the Commission’s challenge to the transaction, Agrium is required to sell five UAP farm stores located in Michigan and two Agrium stores, located in Maryland and Virginia, to a Commission-approved buyer within 180 days of acquiring UAP. The divestitures are intended to remedy competitive concerns raised by the acquisition in the market for the retail sale of bulk fertilizer and related services by farm stores located in six geographic markets in or near the towns of Croswell, Richmond, Imlay City, Vestaburg, and Standish, Michigan; and Pocomoke City/Girdletree, Maryland. Through its petition, Agrium has requested FTC approval to divest the Farm Supply Assets, as that term is defined in the consent order, to Helena Chemical Company (Helena).

The FTC’s order requires that Agrium’s farm store located in Keller, Virginia, be sold with Agrium’s Snow Hill, Maryland store, because the Keller location supplies the Snow Hill store in the relevant Pocomoke/Girdletree, Maryland market with essential custom-blended fertilizer. In its petition to the Commission, Agrium states that the order also provides that the Farm Supply Assets to be divested need not include assets “not needed by an Acquirer” if the Commission approves the divestiture without the assets. In the divestiture proposed by Agrium in its petition, Helena would acquire all of the Farm Supply Assets excluding Agrium’s Keller store. Agrium contends, however, that Helena does not need the Keller location because Helena already has a farm supply store located less than eight miles from Keller in Tasley, Virginia. Agrium asserts the Tasley location can supply the Snow Hill, Maryland, location. Agrium further contends that requiring it to divest the Keller, Virginia store to Helena “would reduce competition between Helena and Agrium in the Tasley/Keller, VA area.”

A copy of the petition can be found on the Commission’s Web site as a link to this press release. The FTC is accepting public comments on the proposed divestiture for 30 days, beginning today and ending on September 22, 2008, after which it will decide whether to approve it. Comments should be sent to: FTC, Office of the Secretary, 600 Pennsylvania Ave., N.W., Washington, DC 20580. (Docket No. C-4219; the staff contact is Elizabeth A. Piotrowski, Bureau of Competition, 202-326-2623; see press release dated May 5, 2008.)

Copies of the documents mentioned in this release are available from the FTC’s Web site at http://www.ftc.gov and from the FTC’s Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, DC 20580. Call toll-free: 1-877-FTC-HELP.

(FYI 41.5.2008.wpd)