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Published on 12/2/2009 in the Prospect News Special Situations Daily.

Agrium to seek representation on CF Industries' board of directors

By Lisa Kerner

Charlotte, N.C., Dec. 2 - Agrium Inc. announced plans to nominate a slate of directors to stand for election at CF Industries Holdings, Inc.'s 2010 annual stockholder meeting.

In addition, Agrium challenged CF Industries to remove its poison pill.

Agrium president and chief executive officer Michael M. Wilson, in a letter to the CF Industries board on Wednesday, said it is time to remove "preclusive barriers and let your shareholders decide for themselves whether to accept Agrium's offer."

According to Agrium, holders of 60% of CF Industries stock, not including Agrium, have supported Agrium's offer of $45.00 and one Agrium common share per CF Industries share.

The offer, which was valued at $100.54 per share on Nov. 17, was extended to midnight ET on Dec. 18.

CF Industries previously announced that it had rejected the Calgary, Alta., fertilizer company's offer in favor of pursuing a deal with Terra Industries Inc.

However, Terra, as previously noted, has rejected several proposals from CF Industries, including a recent offer of $32.00 in cash and 0.1034 shares of CF Industries stock for each Terra share.

As previously reported, all three of CF Industries' nominees were elected to Terra's board of directors at Terra's special meeting on Nov. 20.

Terra is a Sioux City, Iowa, nitrogen products company.

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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