Agrium ups bid for CF; Terra asks shareholders to reject CF's offer

By Lisa Kerner

Charlotte, N.C., Nov. 5 - CF Industries Holdings, Inc. said its board of directors will review a revised offer from Agrium Inc.

The offer represents substantially lower multiples of EBITDA than CF Industries' offer for Terra Industries Inc., a CF Industries news release said.

Agrium announced that it increased its offer for CF Industries to $92.99 per CF Industries share based on Agrium's closing stock price on Wednesday.

Under what Agrium called its "best and final offer," CF Industries shareholders will receive $45.00 in cash plus one common share of Agrium for each CF Industries share.

Agrium said it increased the cash consideration by 12.5%, or $5.00 per share.

"We have addressed all Canadian and U.S. regulatory concerns and are prepared immediately to execute a fully financed, binding merger agreement," Agrium president and chief executive officer Mike Wilson said in a news release.

"Given that CF has consistently refused to engage with us, this is CF stockholders' final opportunity to make it clear to the CF board that they want to receive a premium rather than pay one."

In addition, Agrium extended its exchange offer to midnight ET on Nov. 18 from Nov. 13.

Approximately 8.6 million shares of CF Industries common stock had been tendered and not withdrawn from the offer as of 5 p.m. ET on Wednesday, Agrium said.

Agrium, a Calgary, Alta., fertilizer company, began its unsolicited exchange offer in March 2009 for CF Industries after CF Industries rejected its offer in favor of pursuing a deal with Terra.

Terra rejects CF Industries

Terra president and CEO Michael L. Bennett urged his company's shareholders to reject CF Industries' latest offer to acquire the company for $32.00 per share in cash plus 0.1034 of a share of CF Industries for each Terra share.

As previously reported, Terra's board of directors unanimously rejected the latest offer and five prior proposals.

Bennett told shareholders that CF Industries' latest offer includes approximately $750 million of shareholders' own money, "the special cash dividend of $7.50 per share which Terra's board announced in September and will pay you in December."

Shareholders were also urged to reject CF Industries' director nominees at Terra's annual meeting on Nov. 20.

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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