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Update on Sinochem acquisition proposalqrcode

Dec. 3, 2009

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Dec. 3, 2009

On September 27, 2009, Nufarm Limited (Nufarm) and Sinochem Corporation (Sinochem) executed a Heads of Agreement in relation to a non-binding proposal for Sinochem to acquire all of the issued ordinary shares in Nufarm for a price of $13.00 cash per share.
 
The Heads of Agreement provided for Nufarm to work with Sinochem on an exclusive basis to conduct due diligence and negotiate a Transaction Implementation Agreement (TIA) on or before December 3, 2009.  The due diligence period has ended and the data room is closed.
 
Nufarm today announced that the parties are not in a position to execute a TIA by December 3, 2009. 
 
Sinochem has undertaken extensive due diligence on Nufarm and has advised Nufarm that it is still assessing the results of its due diligence.  The Nufarm Board has reviewed the company’s position with respect to a relatively small number of issues raised by Sinochem and has reaffirmed that those issues do not impact the Board’s view of the appropriate value required to secure Board support for any offer to acquire the company.
 
Sinochem has indicated to Nufarm that it remains very interested in a Nufarm acquisition and Sinochem has not proposed any change to the previously announced price of $13.00 cash per share which was part of the non-binding proposal announced on September 27, 2009.
 
Nufarm has informed Sinochem that it is prepared to continue working with Sinochem on the basis that a TIA is negotiated and executed – on the terms previously agreed – by December 23, 2009.
 
Discussions between Nufarm and Sinochem will be conducted on a non-exclusive basis beyond the expiry of the exclusivity period on December 3, 2009.
 
As the execution of a TIA is subject to Sinochem being satisfied with the results of its due diligence enquiries and approval by Sinochem, relevant Chinese authorities and the Board of Nufarm, there is no certainty that a TIA will be executed.

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