CF Industries' directors re-elected; Agrium committed to takeover

By Lisa Kerner

Charlotte, N.C., April 21 - CF Industries Holdings, Inc. stockholders re-elected Stephen A. Furbacher, David R. Harvey and John D. Johnson to three-year terms on the company's board of directors at the annual meeting Tuesday.

According to preliminary results, there was more than an 80% vote for Furbacher and Harvey and more than a 75% vote for Johnson.

CF Industries said the "the modest increase in the number of withhold votes is not significantly different" from last year's results.

Final results will be provided by IVS Associates, Inc. in approximately one week, CF Industries said.

Agrium Inc. said its proxy solicitor Georgeson Inc. estimated that that CF Industries stockholders withheld an average of approximately 20% of shares voted for the re-election of Furbacher, Harvey and Johnson.

The percent withheld is approximately four times the average withhold vote percentage for S&P 500 companies, which is under 5%, an Agrium news release said.

"We believe the significant percentage of votes withheld for the three CF directors sends a message to CF's board that CF stockholders want them to engage with Agrium," Agrium president and chief executive officer Mike Wilson said in the release.

Wilson said his company is "fully committed" to acquiring CF Industries and it is prepared to increase its offer if the company can "demonstrate additional value."

Currently, Agrium is offering $35.00 in cash and one Agrium common share for each outstanding CF Industries share.

CF committed to Terra

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.

As previously reported, CF Industries urged stockholders to reject Agrium's offer in favor of pursuing a deal with Terra Industries Inc.

CF Industries said 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, a Sioux City, Iowa, nitrogen products company, rejected CF Industries' offer and rejected its previous offer of a fixed exchange ratio of 0.4235 of a CF Industries share for each Terra share as well as the company's unsolicited offer in January.

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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