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Published on 11/19/2009 in the Prospect News Special Situations Daily.

Agrium ready to close deal with CF Industries, extends tender offer

By Lisa Kerner

Charlotte, N.C., Nov. 19 - Agrium Inc. announced that CF Industries Holdings, Inc. stockholders have tendered approximately 30 million shares, or 62%, of the company's total outstanding shares in Agrium's $45-per-share tender offer.

The offer was extended to midnight ET on Dec. 18 from Wednesday, according to an Agrium news release.

CF Industries said it does not believe that the tender results reflect stockholder support for the terms of Agrium's offer.

According to a CF Industries news release, the company heard from its stockholders that there is very little support for the terms of the offer.

"The tender result does not change the fact that Agrium's offer is far from compelling," CF Industries said in the release.

Agrium said its offer is currently valued at $101.90 per CF Industries share, or a total consideration of approximately $5.1 billion, based on Agrium's closing share price on Wednesday.

"CF stockholders have sent a clear and unambiguous message to CF's board that they want this deal with Agrium," Agrium president and chief executive officer Mike Wilson said in a company news release.

"We look forward to meeting with CF and its advisers shortly to conclude this mutually beneficial transaction," Wilson said.

Agrium said it is prepared to execute a binding merger agreement with CF Industries and it has sufficient cash resources and committed financing to fund the cash portion of the offer.

CF Industries previously announced that it had rejected the Calgary, Alta., fertilizer company's offer in favor of pursuing a deal with Terra Industries Inc.

CF Industries wants Terra

As previously reported, CF Industries continues to push Terra shareholders to support the election of CF Industries' director nominees at Terra's annual meeting on Friday.

CF Industries told Terra shareholders that if its nominees are not elected to Terra's board, "there will be nothing to compel the Terra board to engage in good faith negotiations with us."

Terra rejected CF Industries' latest offer to acquire the company for $32 per share in cash and 0.1034 of a share of CF Industries common stock for each share of Terra common stock held.

Terra is a Sioux City, Iowa, nitrogen products company.

Deerfield, Ill.-based CF Industries Holdings is the holding company for CF Industries, Inc., a producer and distributor of nitrogen and phosphate fertilizer products.


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