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Agrium Makes Final Bid for CF

CF Industries, meanwhile, continues to pursue Sioux City, Iowa-based Terra Industries Inc.


Calgary-based fertilizer company Agrium Inc. increased its bid for Deerfield, Illinois-based competitor CF Industries Holdings, Inc. to $4.52 billion.

The revised bid of about $92.99 per CF share comes on the heels of a letter from Terra Industries Inc.’s board of directors urging the fertilizer manufacturer’s shareholders to reject a bid CF.

According to the terms of Agrium’s offer of Thursday, CF stockholders would receive $45.00 in cash and one share of Agrium for each of share of CF Industries. The bid will expire in two weeks, on November 18.

The three companies have been pitched in a battle of wills since February, when Agrium initially bid $3.6 billion to take over CF Industries.

Meanwhile, CF Industries has attempted, so far unsuccessfully, to purchase Terra Industries. In September, CF filed a lawsuit against Terra in an attempt to force a shareholder’s meeting.

Agrium president and CEO Mike Wilson accused the Deerfield, Illinois-based fertilizer producer of “consistently refus[ing] to engage with us.” He said, “[T]his is CF stockholders' final opportunity to make it clear to the CF board that they want to receive a premium rather than pay one.”

In September, CF hired Christopher Bohn, former chief financial officer of Hess Printing Solutions, as director of corporate planning.

On Thursday, Morgan Stanley established price talk on a $2.5 billion credit facility to support CF’s acquisition of Terra Industries. CF hired  Morgan Stanley and Rothschild as financial advisors and Skadden Arps as legal counsel to advise on Agrium’s offer earlier this year. Agrium used RBC Capital Markets, Goldman Sachs, and Scotia Capital as its financial advisors for the offer; the company is using Paul Weiss and Blakes as its legal advisors.

Terra Industries shares closed on Thursday at $36.00 per share. Agrium stock closed at $49.81, and CF Industries closed at $79.90 per share. Calls placed to Agrium, CF Industries and Terra Industries were not returned by press time.


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