On the Agrium/PotashCorp merger, all shareholders would move to a new holdco and s. 85.1 treatment for non-electing shareholders would be busted through a 3-party exchange

In a proposed “merger of equals,” resident taxable shareholders of Agrium and PotashCorp who had validly elected for rollover treatment would transfer their shares under s. 85.1 to a Newco (“New Parent” – whose initial nominal capital would be owned on a 50-50 basis by Agrium and PotashCorp) in exchange for common shares of New Parent. The other shareholders would transfer their Agrium and PotashCorp shares to two new subsidiaries of New Parent (“Agrium AcquisitionCo” and “PotashCorp AcquisitionCo”) in exchange for the delivery to them of New Parent shares (with the two AcquisitionCos simultaneously issuing shares to New Parent as payment for the New Parent share consideration). As a result, the former Agrium and PotashCorp shareholders would hold 48% and 52%, respectively, of New Parent.

All the Agrium and PotashCorp shares acquired by New Parent under the s. 85.1 exchange would be dropped down into Agrium AcquisitionCo and PotashCorp AcquisitionCo, also as part of the above CBCA Arrangement. It is intended that Agrium AcquisitionCo will be amalgamated with Agrium, and PotashCorp AcquisitionCo with PotashCorp.

Neal Armstrong. Summary of Joint Agrium/PotashCorp Circular under Mergers & Acquisitions – Mergers – New Holdco.