Agrium asks CF Industries shareholders to support its final offer

By Lisa Kerner

Charlotte, N.C., Nov. 12 - Agrium Inc. told CF Industries Holdings, Inc. shareholders in a letter on Thursday that it has made its best and final offer for the company.

As previously reported, CF Industries' board of directors turned down the offer.

"Our clear and unambiguous offer of $45.00 in cash and one common share of Agrium for each CF share is equivalent to $97.47 per CF share, or total consideration of approximately $4.9 billion, based on Agrium's closing stock price of $52.47 on Nov. 11," the letter said.

Agrium urged CF Industries shareholders to tender their share in its offer than ends Wednesday.

According to Agrium, its offer is fully financed and all regulatory issues in Canada related to the merger have been satisfied.

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

Terra rejected CF Industries' purchase offer of $32.00 per share in cash and 0.1034 of a share of CF Industries common stock for each share of Terra common stock held.

The value of the offer is now more than $40.00 per Terra share, according to CF Industries.

CF Industries has three director nominees standing for election to Terra's board 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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