CF Industries says no thanks to Agrium's latest acquisition offer

By Lisa Kerner

Charlotte, N.C., May 18 - CF Industries Holdings, Inc. rejected a revised offer from Agrium Inc. to acquire the company for $40.00 plus one common share of Agrium for each CF Industries share.

According to CF Industries, Agrium's latest revision adds $5.00 in cash per share, which is only $0.58 above the $4.42-per-share increase in CF Industries' cash position during the first quarter of this year.

"Agrium has not significantly changed the terms of its offer since it was first made and the board believes that the offer continues to substantially undervalue CF Industries," CF Industries chairman, president and chief executive officer Stephen R. Wilson said in a company news release.

The nominal value of Agrium's offer has increased by only 22.5% since it was first made, CF Industries said.

Agrium said its latest offer is valued at $88.18 per CF Industries share based on Agrium's closing stock price on May 15. The offer, which is not subject to a financing condition, expires at midnight ET on June 15.

"The fact that CF will not engage with us reinforces our belief that, left on its own, CF will not act in the best interests of its stockholders," Agrium president and CEO Mike Wilson said in a company news release.

"It's now up to CF stockholders to protect their own interests by demanding that CF come to the table to negotiate a mutually beneficial merger agreement with Agrium," 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.

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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