Fertilizer: Recommendation Letter In Triplicate

The saga of CF Industries’ future continues. The fertilizer company is pursuing a merger with Terra Industries while, at the same time, it’s being pursued by Agrium. And a former CropLife PACE® Advisory Council member sounds off about the adverse effects of fertilizer industry consolidation for retailers. In this issue of CropLife eNews, we share three critical letters on these issues:


CF Industries Holdings, Inc.’s Board of Directors Reaffirms Its
Intentions To Pursue Terra Industries Inc. And Increases Its Offer

This letter was sent to the Terra Board of Directors:

Dear Members of the Board:

The Board of Directors of CF Industries Holdings, Inc. is reaffirming to you CF Industries’ commitment to a strategic business combination between CF Industries and Terra. To that end, our Board has determined that CF Industries would be prepared to enter into a negotiated merger agreement with Terra, structured as outlined in our letter to you dated March 9, 2009, with an exchange ratio based on $30.50 for each Terra share, the exchange ratio to be not less than 0.4129 of a CF Industries share and not more than 0.4539 of a CF Industries share. The $30.50 per Terra share is a premium of over 85% to Terra’s stock price before we made our original offer on January 15, 2009.


CF Industries’ Board Of Directors Recommends Its
Stockholders Reject Agrium’s Exchange Offer

CF Industries sent the following letter to its stockholders:

Dear Fellow CF Industries Stockholder:

On March 16, 2009, Agrium Inc. commenced an exchange offer to acquire your shares at an exchange ratio of 1.0 common share of Agrium common stock plus $31.70 in cash, or 1.7866 Agrium common shares (subject to proration) or $72.00 in cash (subject to proration), per CF Industries common share.


Former PACE Board Member Says
Fertilizer Mergers To Hurt Ag Retailers

John Hester, a former board member of the CropLife magazine PACE® Board and former chairman of the Agricultural Retailers Association (ARA), sent this letter to ARA:

Dear Agricultural Retailers Association (ARA),

I am writing to voice my opposition to the continuing consolidation of North American fertilizer suppliers in general, and the hostile takeover attempt being made by Agrium with regard to CF Industries, in particular. It is my belief that the so called “synergies” that are projected to accrue as a result of the Agrium/CF merger will largely come at the expense of the American farmer and his traditional retail supplier.


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