Agrium files tender offer to acquire CF Industries

16 March 2009 14:35  [Source: ICIS news]

(adds stock prices for Agrium and CF Industries, paragraph 13)

LONDON (ICIS news)--Canada's Agrium has filed a tender offer to buy all outstanding shares in US fertilizer company CF Industries Holdings, it said on Monday.

Agrium offered CF Industries’ shareholders either $72 (€55) in cash, $31.70 in cash and one common share in Agrium, or 1.7866 Agrium shares per common share of CF Industries.

The move comes after CF Industries management board rejected an offer at the same value last week, deeming it as “grossly inadequate”. The offer was worth a total of $3.6bn - a 30% premium on the previous day's closing share price.

“CF’s refusal to engage in discussions with Agrium left us with no choice but to take our offer directly to CF stockholders,” said Agrium president and CEO Mike Wilson.

Under Agrium’s offer, no more than 44% of the shares would be exchanged for cash and no more than 56% for Agrium shares.

“We would be prepared to increase our offer to reflect additional value that the CF board and management can demonstrate arising from the combination of the two companies,” Wilson added.

Agrium said it had sufficient cash resources and committed financing underwritten by Royal Bank of Canada and The Bank of Nova Scotia to fund the cash part of the deal.

The offer and withdrawal rights will expire at midnight New York time on 19 May, unless extended, Agrium added.

CF Industries said it would file the required regulatory paperwork with respect to the offer within 10 business days, but made no further comment.

On Thursday, US fertilizer producer CF Industries said it was attempting to replace three members of the board of directors of its own takeover target, Terra Industries.

CF's latest offer is based on a stock swap, under which Terra shareholders would receive 0.4129-0.4539 of a CF share. The range would be based on a Terra share price of $27.50.

CF had previously accused Agrium of purposefully trying to interfere with its attempted acquisition of Terra.

Shares of Agrium closed at $36.93 on the New York Stock Exchange, up 2.44%. CF Industries closed at $68.70, 0.13%.

($1 = €0.77)

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By: Mark Watts
+44 20 8652 3214

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