CF Industries Holdings Inc. |CF
Agrium Inc. |AG

Deal value $3.9 billion

Spread 06/30/09 $5.80, or 7.8%

Support from CF Industries Holdings Inc. shareholders for Agrium Inc.'s hostile takeover offer has not yet brought CF to the negotiating table.

Agrium extended its bid to July 22 after 62% of CF Industries shares were tendered. Agrium had threatened that if it failed to receive a substantial commitment from CF Industries shareholders, it would walk away but has so far been unsuccessful in turning the 60%-plus showing into deal talks.

CF apparently is waiting for a price increase before engaging in talks.

Agrium argues that several large CF shareholders have sold off their stakes, which shows they do not agree its offer is underpriced.

The offer from the Calgary, Alberta, fertilizer company for its Deerfield, Ill., rival has been deadlocked since February. CF has its own hostile bid outstanding for its Midwestern competitor, Terra Industries Inc., and a proxy contest under way to replace Terra board members. But Terra has amended its bylaws, so it does not have to call an annual meeting before the end of the year.

The Agrium offer faces a timing hurdle relative to the CF bid for Terra. If Terra can hold off on its annual meeting until the end of the year, then CF has a potentially viable reason to rebuff the approaches of Agrium as it awaits the outcome of its own M&A strategy.

NRG Energy Inc. |NRG
Exelon Corp. |EXC

Deal value $6.6 billion

Spread 06/30/09 -$0.35, or -1.4%

Exelon Corp. raised its long-standing offer to buy NRG Energy Inc. as the proxy contest over the NRG board comes to a head this month.

Exelon, which has had a hostile stock exchange offer outstanding for NRG since October, is running a proxy contest to replace four members of the NRG board and expand it to 19 while adding a further five new dissident nominees. The NRG meeting is scheduled for July 21. Exelon's exchange offer is now set to expire Aug. 21.

Last week, Exelon bumped the all-stock offer, citing $1.5 billion of additional synergies. The new offer also reflects the value of NRG's recent acquisition of the Reliant Energy Inc. retail business, Exelon says.

At the extension of the prior offer, only 12% of NRG shareholders tendered, compared with 51% in February, but Exelon had pushed the offer out before the deadline, when arbs would typically tender their shares.

The "cap and trade" legislation could also weigh on the deal, as NRG has taken the position that the legislation, pending Senate approval, favors NRG.