Agrium ready to walk away from its final offer for CF Industries

By Lisa Kerner

Charlotte, N.C., June 3 - Agrium Inc. said its offer to acquire CF Industries Holdings, Inc. for $40 in cash and one common share of Agrium for each CF Industries share is its "best and final price absent engagement by CF and demonstration of additional value."

The offer has a current value of $89.01 per CF Industries share based on Agrium's closing stock price on Tuesday, according to an Agrium news release.

"Agrium is prepared to execute immediately a fully financed, binding merger agreement but CF stockholders must send an unambiguous message to CF's board by tendering their shares into our offer," Agrium president and chief executive officer Mike Wilson said in a company news release.

"If we fail to receive a compelling majority, we will conclude we do not have sufficient support from CF stockholders and will walk from the transaction," Wilson said.

Agrium extended the expiration date of the exchange offer to midnight ET on June 22 from June 15.

As of midnight ET on Tuesday, approximately 1.49 million CF Industries shares had been tendered into the offer, said Agrium.

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

The board of CF Industries recommended that stockholders reject Agrium's offer in favor of pursuing a deal with Terra Industries Inc.

In April, CF Industries extended its exchange offer for all of the outstanding shares of Terra common stock to 5 p.m. ET on June 12 from May 15.

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

CF Industries FTC delay

CF Industries announced on Wednesday that it received a request for additional information from the Federal Trade Commission in connection with its proposed business combination with Terra.

Despite the second request, CF Industries said it is confident the transaction will be approved "in all relevant jurisdictions."

The second request is routine and extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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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