Agrium, CF Industries battle for CF Industries shareholder support

By Lisa Kerner

Charlotte, N.C., April 15 - Agrium Inc. urged CF Industries Holdings, Inc. shareholders to withhold votes for CF Industries directors - Stephen A. Furbacher, David R. Harvey and John D. Johnson -- at the company's annual meeting on Tuesday.

Withholding votes "will send a clear and strong message" to CF Industries to negotiate a transaction with Agrium, the company said in a letter to CF Industries' shareholders.

According to Agrium, CF Industries' board "has refused to negotiate with Agrium to see how high a price we would be willing to pay."

But according to CF Industries, Agrium and its financial advisers have not contacted or attempted to contact CF Industries "in well over a month."

Agrium, a Calgary, Alta., fertilizer company, began its unsolicited exchange offer for CF Industries shares on March 16 after CF Industries rejected Agrium's offer to acquire the company. The exchange offer expires at midnight ET on May 19.

Agrium increased its offer for CF Industries to $35.00 in cash plus one Agrium common share. Under Agrium's original offer, CF Industries stockholders would have received $31.70 in cash and one common share of Agrium for each CF Industries share.

CF Industries called Agrium's offer "grossly inadequate."

"If Agrium were serious about acquiring CF Industries, it would have made a credible offer," CF Industries said in a letter to its shareholders.

CF wants Terra

As previously reported, CF Industries' board recommended that stockholders reject Agrium's revised offer in favor of pursuing a deal with Terra Industries Inc.

"We believe that Agrium is more interested in interfering with our business combination with Terra Industries, than in acquiring CF Industries at anything other than a bargain price," CF Industries board said.

CF Industries said previously it would agree to an exchange ratio based on $27.50 for each Terra share, with an exchange ratio of not less than 0.4129 of a CF Industries share and not more than 0.4539 of a CF Industries share.

Terra had rejected CF Industries' offer of a fixed exchange ratio of 0.4235 of a CF Industries share for each Terra share. The Sioux City, Iowa, nitrogen products company also rejected CF Industries' unsolicited offer in January.

CF Industries plans to nominate three independent directors to replace members of Terra's board of directors at Terra's 2009 annual stockholders meeting.

Terra recently purchased 100 shares of CF Industries stock and demanded a list of the company's stockholders.

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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