CF Industries rejects yet another Agrium bid

30 Mar 2009

1

Three weeks after fertiliser manufacturer CF Industries Holdings rejected Agrium Inc.'s $3.04 billion initial overture, and a week after it spurned an improved offer, it has again rejected an increased offer valued at $3.8 billion as ''grossly inadequate''. It announced that its board of directors has recommended that stockholders reject Agrium's revised offer to acquire all outstanding shares of CF Industries.

See: CF Industries reject Agrium bid, to continue to pursue Terra
http://www.domainb.com/industry/Fertilisers/20090309_cf_industries.html

See: CF Industries nixes Agrium's improved offer; sweetens own offer to Terra
http://www.domainb.com/industry/Fertilisers/20090324_cf_industries.html

Agrium on 27 March increased its offer for CF by 10.4 per cent, to $35.00 per share, plus one of its own common shares; the cash component of the previous offer had been $31.70.

Following a review of Agrium's offer with management and its legal and financial advisors, the CF Industries board of directors concluded that Agrium's offer is grossly inadequate, substantially undervalues CF Industries and is not in the best interests of CF Industries and its stockholders.

"Our board and management team are committed to providing superior value to our stockholders. We strongly believe that continuing to pursue our long-term strategy, including our proposed business combination with Terra Industries, is the best way to do so," said Stephen R. Wilson, chairman, president and chief executive officer of CF Industries. "We are confident that both our stockholders and Terra's stockholders support our proposed business combination. We believe the Terra stockholders will show their support by voting for our proposed slate of directors at Terra's Annual Meeting, which is required to be held by May 15th under the Terra by-laws."

CF Industries fell $1.93, or 2.6 per cent, to $71.37 at 10:07 a.m. in New York Stock Exchange composite trading. Calgary-based Agrium dropped C$2.13, or 4.5 per cent, to C$45.34 on the Toronto Stock Exchange. Sioux City, Iowa-based Terra slid $1.05, or 3.6 per cent, to $28.09 in New York.

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