Agrium says CF Industries ignoring shareholders, refusing to meet

By Lisa Kerner

Charlotte, N.C., June 29 - Agrium Inc. president and chief executive officer Mike Wilson said that despite a "successful stockholder referendum" on Agrium's offer, CF Industries Holdings, Inc. will not meet with the company to negotiate a mutually beneficial combination.

According to Wilson, CF Industries chairman and CEO Steve Wilson said there is "no reason to meet because nothing has changed."

The statement contradicts CF Industries' recent public comments that the company is prepared to engage in discussions with Agrium, Mike Wilson said in an Agrium news release.

"As we explicitly stated publicly and directly to CF stockholders, tendering shares into our offer is an unambiguous message to CF's board in support of a transaction with Agrium," Mike Wilson said.

CF Industries, he said, is ignoring its shareholders.

As previously reported, Agrium extended its tender offer for CF Industries to midnight ET on July 22.

In exchange for each CF Industries share, shareholders will receive $40 in cash plus one Agrium share.

CF Industries stockholders had tendered approximately 30.14 million shares, or 62% of the total outstanding CF Industries shares, into the offer as of midnight ET on June 22, the original deadline.

Agrium said it has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and Bank of Nova Scotia to fund the cash portion of the offer.

On March 16, Agrium, a Calgary, Alta., fertilizer company, began the unsolicited exchange offer after CF Industries rejected Agrium's offer to acquire the company in favor of pursuing a deal with Terra Industries Inc.

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

CF Industries said it remains committed to its proposed strategic business combination with Terra. Its exchange offer for all of the outstanding shares of Terra ends on July 10.

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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