Agrium Reaffirms Offer For CF

Agrium Inc. has reaffirmed its offer to acquire all of the outstanding shares of CF Industries Holdings, Inc. for $40.00 in cash and one common share of Agrium for each CF share is Agrium’s best and final price absent engagement by CF and demonstration of additional value.

Based on Agrium’s closing stock price on June 2, 2009, the offer has a current value of $89.01 per CF share and represents a premium of 60 percent to CF’s closing price on February 24, 2009, the day before Agrium announced its initial proposal, and 76 percent to the 30-day volume weighted average price through that date.

Mike Wilson, Agrium’s president and CEO, says, “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. If we receive a compelling majority of shares tendered into our offer, we will continue to press CF to engage.

“Our current offer provides full value for CF shares and is far superior to any alternative articulated by CF, including remaining independent or paying a premium for Terra," Wilson says. "We note that the majority of long-term stockholders – including GROWMARK, the stockholder most familiar with CF – have recently sold CF shares at prices well below our offer. In fact, 14 of CF’s top 15 stockholders prior to our bid in February have dramatically reduced their holdings, a clear signal that they disagree with CF’s views on valuation and are voting with their feet.

“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," he adds.

Agrium has extended the expiration date of the exchange offer until 12:00 midnight, New York City time, on June 22, 2009, from June 15, 2009. As of midnight, New York City time, on June 2, 2009, approximately 1.49 million CF shares had been tendered into the offer.

Agrium’s offer is not subject to a financing condition. Agrium 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.

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