Agrium Inc. said Aug. 17 that it has extended the expiration date of its offer to acquire CF Industries Holdings Inc. for $40 cash plus one Agrium share per CF share until 12:00 p.m. midnight, New York City time, Sept. 22, 2009.
“Agrium remains fully committed to acquiring CF, and as we have previously stated, we strongly believe that combining Agrium and CF will create a terrific company and significant value for stockholders,” said Agrium President and CEO Mike Wilson. “Despite the fact that CF continues to ignore a clear mandate to conclude the transaction, we will continue to press CF to execute a mutually beneficial merger agreement. Our offer remains far superior to any alternative articulated by CF, including remaining independent or paying a premium for Terra.”
“Agrium’s offer is very far from compelling, and extending that offer is only intended as a distraction,” according to a statement issued by CF. “CF Industries is committed to its proposed business combination with Terra Industries.”
Another source said it is clear that CF is not going to act without another offer from Agrium, yet one has not been made for months. As a result, he said it appears that Agrium is simply being a nuisance and is interfering with a CF-Terra deal. In addition, he noted that while Agrium still does not have regulatory clearance for an Agrium-CF deal, CF has such clearance for a CF-Terra deal.
Another source, who had been betting on an Agrium-CF deal, told Green Markets that he had changed his mind, saying that he thought the idea of a near 50-50 CF-Terra deal, with a lead role for Terra President and CEO Michael Bennett and a continued company presence in Sioux City, might just do the trick.
As of 5:00 p.m. New York City time on Aug. 14, approximately 10.5 million shares of common stock of CF had been tendered into Agrium’s offer and not withdrawn.
The 10.5 million tendered represents about 21 percent of CF shares, about the same number tendered as of July 17. Earlier this summer some 62 percent of CF shares were tendered, giving Agrium hope that a groundswell of shareholder support would prod CF into a deal. However, the bulk of those shares were withdrawn from the tender.
On Friday, Aug. 21, CF announced it has extended the expiration date of its exchange offer for all of the outstanding shares of Terra common stock to Monday, Aug. 31, 2009. The offer had been scheduled to expire at 5:00 p.m., Eastern time, Aug. 21. All other terms and conditions of the exchange offer remain unchanged. As of the close of business on Aug. 20, a total of 11,464,039 shares of Terra common stock had been tendered into the exchange offer.