The Deal
Monday, December 14, 
9:15 pm

CF Industries left to tango with Terra

Posted on November 6, 2009 at 9:08 AM
Filed under: Acquisitions | Corporate Strategy
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Putting to rest what some thought was a weak attempt at a hostile bid, CF Industries Holdings Inc. (NYSE:CF) rejected the best and final offer of Canadian fertilizer rival Agrium Inc. (NYSE:AGU). Agrium raised the cash portion of its bid from $40 per share to $45 per share. The stock portion remained as one Agrium share for each one of CF, valuing the deal at about $4.5 billion. According to The Deal Pipeline (subscription required), one arb said that Agrium has demonstrated what it has tried to dismiss ever since it launched its offer in February, which is that it is not serious about buying CF Industries.

CF Industries chairman, president and CEO Stephen Wilson said in a statement, "Agrium's latest revised offer is very far from compelling." Unless Agrium has a major change of heart and raises its bid, this allows Deerfield, Ill.-based CF to concentrate on its own hostile bid for rival Terra Industries Inc. (NYSE:TRA), which it has been chasing since January. CF's latest bid for Terra stands at $4.1 billion and now includes a cash component. It also has $2.5 billion in financing from Morgan Stanley (NYSE:MS).

Sioux City, Iowa's Terra rejected the latest bid.

But Nov. 20 is where that deal hangs in the balance. CF will try to place three independent nominees to Terra's board at its annual meeting. Terra sent a letter to its shareholders Thursday urging them not to vote for the nominees. In the letter Terra points out in italics that CF's latest proposal includes "approximately $750 million of your own money." - Baz Hiralal

See Terra's Nov. 5 letter to shareholders


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