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

By Lisa Kerner

Charlotte, N.C., April 22 - Agrium Inc. withdrew its Hart-Scott-Rodino filing with the Federal Trade Commission but said it plans to refile it shortly.

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 believes the FTC has narrowed the focus of its investigation and said it is confident that the Hart-Scott-Rodino waiting period "will ultimately expire without any material effect to the transaction."

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. The exchange offer expires at midnight ET on May 19.

Agrium's increased offer gives CF Industries shareholders $35.00 in cash plus one Agrium common share for each CF Industries share held.

CF Industries called Agrium's offer "grossly inadequate."

Under Agrium's original offer, CF Industries stockholders would have received $31.70 in cash and one common share of Agrium for each CF Industries share.

As previously reported, CF Industries' board recommended that stockholders reject Agrium's revised offer in favor of pursuing a deal with Terra Industries Inc.

CF Industries said it would agree to an exchange ratio based on $27.50 for each Terra share, with an exchange ratio of not less than 0.4129 of a CF Industries share and not more than 0.4539 of a CF Industries share.

Terra, a Sioux City, Iowa, nitrogen products company, rejected CF Industries' latest offer, its previous offer of a fixed exchange ratio of 0.4235 of a CF Industries share for each Terra share and the company's unsolicited 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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