Agricultural nutrients maker Agrium Inc. (AGU, AGU.TO), which has launched a hostile takeover bid for fertilizer maker CF Industries Holdings Inc. (CF), said Thursday that CF's stockholders tendered 62% of their shares into its offer. The offer, which was to expire on Wednesday, has been extended to December 18. Meanwhile, CF said separately that it does not believe that the tender results reflect stockholder support for the terms of Agrium's offer.
Calgary, Alberta-based Agrium said stockholders of CF tendered about 30 million shares, or 62% of the total outstanding shares of the company, into its offer of $45.00 in cash and one Agrium common share per CF share. The offer is currently valued at $101.90 per CF share, or a total consideration of about $5.1 billion, based on Agrium's closing share price on Wednesday.
Agrium President and CEO Mike Wilson said, "...To achieve such a compelling majority of stockholder support for a second time regarding the combination of our two companies speaks for itself...The companies have complementary strengths both geographically and in terms of our product mix. We look forward to meeting with CF and its advisors shortly to conclude this mutually beneficial transaction."
Previously, the company had said that CF stockholders tendered about 30.14 million of their shares, or 62% of the total outstanding CF shares, into its offer that was to expire on July 28.
Further, Agrium said today that it extended the offer until December 18, and that the offer is not subject to a financing condition. The offer has received several extensions now.
Agrium said it has satisfied all related regulatory issues in Canada, and signed a proposed Consent Agreement with the U.S. Federal Trade Commission. The company said it has a clear path to completion and is prepared immediately to execute a binding merger agreement with CF.
Agrium said it has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and The Bank of Nova Scotia to fund the cash portion of the offer.
RBC Capital Markets, Goldman, Sachs & Co., and Scotia Capital are acting as financial advisors to the company. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP are providing legal counselling, while Georgeson Inc. is the information agent in connection with Agrium's offer.
Meanwhile, CF said today that it does not believe that the tender results reflect stockholder support for the terms of Agrium's offer. ''In fact, CF Industries has heard from its stockholders that there is very little support for the terms of Agrium's offer. The tender result does not change the fact that Agrium's offer is far from compelling, '' the company said in a statement.
Agrium has been approaching CF with buy-out offers since the beginning of the year, while CF has been pursuing rival Terra Industries Inc. (TRA).
On November 5, Agrium once again sweetened its hostile offer to buy CF, its third offer revising the cash portion, this time offering $45 in cash plus one Agrium share per CF share. 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.
At that time Mike Wilson said, "This is Agrium's best and final offer...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."
However, the next day board of directors of CF rejected Agrium's latest offer concluding that the offer continues to substantially undervalue the company and is not in the best interests of CF Industries and its stockholders.
Just as Agrium is interested in CF, the fertizer producer has been approaching Terra with revised offers. Since January 2009, CF Industries has made six separate proposals to acquire Terra, each of which was unanimously rejected by Terra Board as not in the best interests of Terra shareholders. CF also launched a fight to unseat Terra's board and is seeking to replace three members of Terra's board. Terra is scheduled to hold its annual meeting on Friday.
A combination of any two of these three companies would create one of the world's biggest nitrogen fertilizer producers.
AGU closed Wednesday's regular trade at $56.90, up from the previous close of $55.54, on 2.61 million shares.
CF ended the regular trade on Wednesday at $86.29, lower than the prior close of $83.89, on 1.66 million shares.
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