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Published on 5/26/2009 in the Prospect News Special Situations Daily.

Agrium withdraws Hart-Scott-Rodino filing to avoid 'second request'

By Lisa Kerner

Charlotte, N.C., May 26 - Agrium Inc. withdrew its Hart-Scott-Rodino filing with the Federal Trade Commission for the second time but said it plans to refile "at the appropriate time."

According to Agrium, the withdrawal gives the FTC additional time to review the proposed merger of Agrium and CF Industries Holdings, Inc. without the need for a "second request" for information.

Agrium said it originally filed its Hart-Scott-Rodino form on March 24 and re-filed it on April 27.

As previously reported in Prospect News, the board of directors of CF Industries is reviewing Agrium's latest proposal to acquire the company after Agrium upped the cash portion of its offer to $40 per share from $35.

CF Industries shareholders would also receive one Agrium common share for each CF Industries share held.

On March 16, Agrium, a Calgary, Alta., fertilizer company, began an unsolicited exchange offer for CF Industries shares after CF Industries rejected Agrium's offer to acquire the company.

Agrium extended the offer to midnight ET on June 15.

In April, CF Industries extended its exchange offer for all of the outstanding shares of Terra Industries Inc. common stock to 5 p.m. ET on June 12 from May 15.

CF Industries' board recommended that stockholders reject Agrium's offer in favor of pursuing a deal with Terra.

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