Agrium Gets Backing For CF Industries Bid,To Continue Effort

   DOW JONES NEWSWIRES 
 

Agrium Inc. (AGU) will continue to press its twice-sweetened bid for CF Industries Holdings Inc. (CF) after CF shareholders tendered 62% of their holdings in support of the $3.89 billion offer.

As such, Agrium extended its roughly four-month effort to acquire the rival fertilizer company again, this time to July 22. A completed deal would boost Agrium's wholesale business and form the world's fourth-largest fertilizer producer.

"CF stockholders have sent a resounding message to CF's board that they support Agrium's offer," said Agrium President and Chief Executive Mike Wilson. "These are extraordinarily strong results, particularly given that CF's poison pill and other defense mechanisms are still in place and we urge CF's board to respect this clear message from its stockholders."

Wilson said several weeks ago that if CF shareholders didn't show their backing for the bid, Agrium would walk away in the face on continued resistance from CF. But CF holders tendered 30.1 million shares of the company's estimated 49.1 million shares outstanding as of midnight, far greater than the 1.5 million tendered as of two weeks ago, when Agrium also extended its offer.

CF said it would have a statement later Tuesday.

CF's board and management repeatedly have rebuffed Agrium's approaches, instead backing a planned takeover by CF of yet a third fertilizer company, Terra Industries Inc. (TRA). The three companies have battled for position amid weakened stock prices to buy up production capacity ahead of an expected sector rebound. CF on Friday extended its $2.93 billion tender offer for Terra, which hasn't been well-supported by Terra shareholders. Also, Terra's executives are against being acquired by CF.

Agrium's latest bid is $40 and one share of its stock for each share of CF. That values CF at $79.23 share, a 14% premium to Monday's closing price of $69.32. Last year when the fertilizer industry was booming, the stock briefly traded at more than $170.

Last week Agrium's offer received support from RiskMetrics Group, though the proxy-advisory firm - after talking with shareholders - hinted Agrium would need to boost its bid yet again to win over a majority of CF shareholders. Based on those conversations, Risk Metrics said it appeared the market clearing price would be $90 to $100 a share.

CF early on said Agrium's offers "substantially undervalued" the company. In March, CF claimed Agrium could afford a combined cash-and-stock bid valued at $100 a share. CF also has cast the Agrium's approaches as an effort to disrupt its own pursuit of Terra and block consolidation in the wholesale fertilizer sector.

Agrium shares closed at $38.39 on Monday and didn't trade premarket. The stock is down nearly 63% since last year.

-By Tess Stynes, Dow Jones Newswires; 201-938-2473; [e-mail]