Terra Industries Inc. |TRA
CF Industries Holdings Inc. |CF

Deal value $2.5 billion

Spread 03/03/09 $1.25, or 5%

The initial waiting period for CF Industries Holdings Inc.'s hostile offer to acquire fertilizer rival Terra Industries Inc. ends March 20 and could define the next phase in the three-way M&A shakeup of the industry.

CF has a $2.5 billion exchange offer outstanding for Terra that has been rebuffed. CF has nominated three directors to the Terra Industries board. CF's offer is conditioned on the negotiation of a merger agreement and would require approval of CF shareholders, who now also have an unsolicited bid from Agrium Inc. to consider.

Agrium on Feb. 25 made an unsolicited offer to acquire CF for a mix of cash and stock then worth $72 per share, now worth about $61.50, or $3 billion. The offer is also conditioned on a negotiated agreement, termination of CF's Terra bid and due diligence. Agrium has committed financing and says it does not expect a protracted fight. But Agrium has missed the 2009 deadline to nominate directors to the CF board, and some arbs think CF bid for Terra to evade Agrium.

Both CF and Agrium play down antitrust concerns for their respective bids. They argue that markets for nitrogen fertilizers are global and they face competition from foreign producers, particularly those in regions with lower costs for natural gas, the primary ingredient in fertilizer production.

But CF and Terra say in their 10-Ks that some fertilizers are costly to transport and so serve regional markets. Also, local climate and soil attributes weigh on the type of fertilizer farmers apply. A second request for the CF and Terra combination would affect Terra shareholders' disposition in the proxy fight and perhaps presage an extended review of Agrium's bid for CF.

Rohm and Haas Co. |ROH
Dow Chemical Co. |DOW

Deal value $15.4 billion

Spread 03/03/09 $25.31, or 47.6%

The closely watched trial over Dow Chemical Co.'s $15.4 billion merger with Rohm and Haas Co. begins March 9 in Delaware's Court of Chancery. The case pits Rohm's very favorable merger agreement requiring Dow to complete the transaction against Dow's claim that such an order by Chancellor William Chandler would create an imbalance of equities between Rohm's right under the contract and the economic harm all parties would incur if Dow must close the deal at its current terms and in the present economic environment.

Genentech Inc. |DNA
Roche Holding AG

Deal value $42 billion

Spread 03/03/09 $4.40, or 5.4%

The initial tender offer by Roche Holding AG for the 44.2% of Genentech Inc. Roche does not already own expires March 12, but the standoff between Genentech's special committee and its minority shareholders is expected to extend beyond that initial expiration.

The key, aside from the $86.50 per share offer price, is the incentive for Genentech shareholders to hold out in order to be in the final 10% of minority shares outstanding.

Last week, Roche clarified that if it owns 90%, it will squeeze out the remainder for $86.50 per share, plus a possible bump based on an independent valuation. So Genentech shareholders are stuck between wanting to hold out and wanting other shareholders to tender so Roche hits 90%.