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Agrium Once Again Sweetens Bid For CF Industries
11/5/2009 12:39 PM  ET

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(RTTNews) -  Thursday, agricultural nutrients maker Agrium Inc. (AGU: News ,AGU.TO: News ) said it has once again sweetened its its hostile offer to buy fertilizer maker CF Industries Holdings, Inc. (CF: News ), with the latest offer of $45 in cash plus one Agrium share per CF share.

Agrium's latest offer has a total value of $92.99 share based on its closing stock price on November 4, representing an increase of $5.00, or 12.5%, in the cash consideration. The offer provides a premium of over 67% to CF's closing price on February 24, the day before Agrium announced its initial proposal, and about 84% to CF's 30-day volume weighted average price through that date.

Further, Agrium said it has extended the expiration date of the exchange offer to November 18.

The Calgary, Alberta-based Agrium said that its offer is not subject to a financing condition. The company also said it has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and Bank of Nova Scotia to fund the cash portion of the offer.

As of November 4, Agrium said that about 8.6 million shares of common stock of CF Industries had been tendered and not withdrawn from the exchange offer.

Agrium President and CEO Mike Wilson said, "This is Agrium's best and final offer. We have addressed all Canadian and U.S. regulatory concerns and are prepared immediately to execute a fully financed, binding merger agreement. Given that CF has consistently refused to engage with us, this is CF stockholders' final opportunity to make it clear to the CF board that they want to receive a premium rather than pay one."

Further, Agrium said that it has received anti-trust clearance from Canadian authorities and will clear the U.S. regulatory approval shortly.
Recently, Agrium reached an agreement with Terra Industries Inc. (TRA: News ), under which Agrium will divest to Terra 50% of Agrium's ammonia and urea production complex in Carseland, Alberta. Agrium and Terra have also agreed to a five-year supply contract in which Terra will receive a minimum of 60,000 metric tonnes of urea per year.

As a reaction to the latest offer, CF said it will review the latest revised proposal and will decide if go with the offer.

A possible merger between CF Industries and rival Terra Industries has been in the news since January 2009, when CF Industries came up with a bid to acquire all of the outstanding shares of Terra for an estimated value of $2.1 billion.

However, barely days after CF industries tabled its buyout bid for Terra, the company found itself in the crosshairs of bigger rival Agrium. CF had rebuffed Agrium's buyout offer earlier this month, terming it "grossly inadequate" and "an attempt to interfere with its own proposed business combination with Terra."

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