Agrium Inc. announced Monday, March 16, that it has begun an exchange offer for all of the outstanding shares of CF Industries Holdings, Inc. Agrium decided to go straight to CF stockholders after CF Industries board of directors rejected Agrium’s proposal last week. CF Industries intends to pursue a business combination with Terra Industries Inc.
Under the terms of the offer, CF stockholders have several options — receiving cash, Agrium common shares, or a combination of cash and Agrium shares in exchange for their CF shares. The offers expires midnight EDT on May 19.
"CF’s refusal to engage in discussions with Agrium left us with no choice but to take our offer directly to CF stockholders. We believe CF’s restructuring of its offer for Terra to circumvent a vote by its own stockholders highlights their belief that CF would lose a stockholder vote and demonstrates a disregard for the rights of their stockholders," says Agrium President and CEO Mike Wilson.
"We believe the Agrium offer is a far superior alternative for CF stockholders as they receive a premium rather than pay a premium to Terra stockholders,” Wilson says. “We are committed to this compelling combination and urge CF stockholders to send a message to the CF Board by tendering their shares into the Agrium offer. We would be prepared to increase our offer to reflect additional value that the CF Board and management can demonstrate arising from the combination of our two companies."