Agrium increases cash portion of offer for CF Industries by 14.3%

By Lisa Kerner

Charlotte, N.C., May 11 - The board of directors of CF Industries Holdings, Inc. is reviewing Agrium Inc.'s latest proposal to acquire the company after Agrium upped the cash portion of its offer by 14.3% to $40.00 per share from $35.00.

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

Agrium said its new proposal has a nominal value of $85.20 per share, which is an increase of 18.3% over the $72.00-per-share nominal value of the original offer Agrium made for CF Industries in February. The original offer included $31.70 in cash.

"Given an increase of over 25% in the cash component since our initial offer, we believe more than ever that our bid delivers far superior value for CF stockholders compared with any alternatives articulated by CF, including remaining independent or paying a premium for Terra Industries," Agrium president and chief executive officer Mike Wilson said in a news release.

According to Wilson, CF Industries has repeatedly refused Agrium's efforts to meet, "leaving us no choice but to take our increased offer directly to CF stockholders."

"It is time for CF stockholders to tell the CF board to come to the table," Wilson said.

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 then raised the cash component of the offer to $35.00 and extended it to midnight ET on June 15 from May 19. As of midnight ET on May 8, approximately 1.27 million shares of common stock of CF Industries had been tendered in and not withdrawn from the offer, said Agrium.

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.

As previously reported, 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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