takeover confirmed smh & fin, page-8

COMPANY ANNOUNCEMENT 28 September, 2009
28 September 2009
Nufarm and Sinochem agree to work on
an acquisition proposal
Nufarm Limited (Nufarm) today announced that it has entered into a Heads of Agreement with
Sinochem Corporation (Sinochem) in relation to a non-binding proposal for Sinochem to acquire all of
the issued ordinary shares in Nufarm by way of a scheme of arrangement for a price of $13.00 per
ordinary share (the Proposed Acquisition).
Nufarm has declared a final dividend in respect of the year ended 31 July 2009 of $0.15 per ordinary
share. The proposed acquisition price of $13.00 per ordinary share will not be reduced by the amount
of this dividend.
The Heads of Agreement provides for Nufarm to work with Sinochem for a period ending 3 December
2009 (unless terminated earlier) on an exclusive basis to negotiate a Transaction Implementation
Agreement. This includes a five week period in which Sinochem will undertake due diligence on
Nufarm.
A copy of the Heads of Agreement (including details of the exclusivity restrictions which now apply to
Nufarm) is attached to this announcement.
The execution of a Transaction Implementation Agreement is subject to Sinochem being satisfied with
the results of its due diligence enquiries and approval by Sinochem and the Nufarm Board.
Consequently, there is no certainty that a Transaction Implementation Agreement will be executed.
If a Transaction Implementation Agreement is executed, the Nufarm Board intends to unanimously
recommend the Proposed Acquisition, in the absence of a superior proposal and subject to an
independent expert finding that the proposed scheme is in the best interests of Nufarm shareholders.
The Transaction Implementation Agreement would be subject, among other things, to Australian
(including FIRB) and Chinese regulatory approvals, Nufarm shareholder approval and court approval.
In accordance with the terms of issue of the Nufarm Step-Up Securities (NSS), if the Proposed
Acquisition is approved by the Court, Nufarm will have the option to redeem the NSS for cash in
accordance with the NSS terms of issue. If the Proposed Acquisition is approved by the Court, the
holders of NSS may also request redemption of their NSS for cash in accordance with the NSS terms
of issue.
Nufarm is being advised by UBS and Arnold Bloch Leibler. Sinochem is being advised by RBS and
Blake Dawson.