Agrium believes CF Industries intentionally erred in regulatory filing

By Lisa Kerner

Charlotte, N.C., June 18 - Agrium Inc. said CF Industries Holdings, Inc. "seriously misrepresented the status and character" of the antitrust review of Agrium's proposed acquisition of the company in CF Industries' filing regarding the regulatory review of the proposed transaction.

According to Agrium, there are no material impediments to closing the transaction and no material delays are expected as a result of regulatory review.

"While Agrium and its antitrust counsel continue discussions with the Canadian Competition Bureau, Agrium's antitrust counsel is of the view that no further Canadian competition approvals under Canadian law are required to legally close the transaction today," an Agrium news release said.

The waiting period under Canadian law expired on March 23, Agrium said.

Once its discussions with the Federal Trade Commission are done, Agrium said it will re-file its Hart-Scott-Rodino form.

Agrium's exchange offer for CF Industries expires at midnight ET on Monday.

CF Industries shareholders who tender their shares in the offer will receive $40.00 in cash plus one Agrium share per CF Industries share.

The offer is valued at $88.20 per CF Industries share based on Agrium's closing stock price on June 15, an Agrium news release said.

On March 16, Agrium, a Calgary, Alta., fertilizer company, began the unsolicited exchange offer after CF Industries rejected Agrium's offer to acquire the company in favor of pursuing a deal with Terra Industries Inc.

Terra, a Sioux City, Iowa, nitrogen products company, rejected CF Industries' unsolicited offer as well as its prior offer in January.

Mike Wilson, Agrium's president and chief executive officer, said his company's offer is "far superior to any alternative articulated" by CF Industries.

As previously reported, Agrium is prepared to walk away from a deal with CF Industries if it does not receive sufficient support from CF Industries stockholders.

Agrium said it has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and the Bank of Nova Scotia to fund the cash portion of the offer.

CF Industries' Terra bid

CF Industries said it remains committed to its proposed strategic business combination with Terra. In May, it extended its exchange offer for all of the outstanding shares of Terra to 5 p.m. ET on June 26 from 5 p.m. ET on June 12.

According to CF Industries, it has heard "a consistent message" from its stockholders that Agrium's offer substantially undervalues the company.

CF Industries believes its shares would be trading "at least in the mid- to upper-$70's per share" without the Agrium offer.

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

Mentioned in this article:

Agrium Inc. NYSE: AGU

CF Industries Holdings, Inc. NYSE: CF

Terra Industries Inc. NYSE: TRA

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