AWB's board is now backing the takeover bid from Canadian firm Agrium, ahead of the previously agreed merger with GrainCorp.
In a statement to the Australian Securities Exchange today, AWB said that Agrium had completed its due diligence and has executed a scheme of implementation with AWB.
Under this plan, Agrium will buy all of the issued AWB capital at a price of $1.50 a share.
AWB currently has 817,304,356 shares and 7,043,858 performance rights issued which the Agrium agreement is based upon, resulting in a purchase price of $1.237-billion.
The agreement also allows AWB to pay a dividend of up to 20c/share, fully franked, subject to first obtaining a favourable ruling from the Australian Taxation Office.
This dividend would be funded by a loan from Agrium, but the price payable under the scheme would be reduced by the cash amount of any dividend paid.
Under the merger implementation deed with GrainCorp, AWB is required to give three days notice to the AWB directors can change or withdraw their recommendation of the merger.
As such, the AWB directors have not yet changed their recommendation to merge nor recommended Agrium.
However, AWB will make further comment on the situation once the three day notice period has passed.
Meanwhile, Agrium chief executive Mike Wilson has issued a statement to the press stating that the "definitive agreement" between AWB and Agrium would provide "significant strategic and financial benefits to a wide array of stakeholders".
"We are particularly excited about the future of working with AWB employees to reinvest in the business and bring a greater choice of products and services to AWB’s grower customer base," Mr Wilson said.
Agrium is a major retail supplier of agricultural products and services in both North and South America and a leading global producer and marketer of agricultural nutrients and industrial products.
Agrium produces and markets three primary groups of nutrients: nitrogen, phosphate and potash as well as controlled release fertilizers and micronutrients.