Agrium Inc. is moving to stave off a possible delay in its final acquisition of UAP Holding Corp. Rather than waiting for anticipated questions from regulators, Agrium has been withdrawing and refiling its documents in order to give regulators more time. Agrium said Jan. 18 that it has extended its previously announced tender offer for all of the common stock of UAP Holding Corp. until 12:00 midnight, New York City time, on Monday, Feb. 25, 2008. The tender offer was previously set to expire at midnight, New York City time, on Thursday, Jan. 17, 2008.
Agrium said it extended the offer because all of the conditions to completion of the offer have not yet been satisfied. In particular, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has not yet expired or been terminated, and an advance ruling certificate or a “no-action” letter under the Competition Act (Canada) has not yet been obtained.
Agrium explained on Jan. 14 that in order to allow more time for the Federal Trade Commission (FTC) to review the proposed acquisition of UAP, Agrium withdrew its notification and report form with plans to re-file within 30 days. Agrium originally filed its notification and report form under the HSR Act on Dec. 10, 2007 and re-filed on Dec. 28, 2007. The re-filing of the notification and report form under the HSR Act was followed by informal discussions with staff of the FTC, during which the staff informally requested additional information about the businesses of Agrium and UAP.
Agrium said the current withdrawal and re-filing of the notification and report form will provide the FTC with more time to review the information submitted by Agrium and UAP, without requiring a Request for Additional Information or “second request.” If a second request were issued, the closing of the acquisition of UAP would not be expected until the summer of 2008. Agrium remains hopeful that the deal can still close in the first quarter. Agrium said there is still no assurance that the FTC will not issue a second request. Agrium added that it remains committed to working cooperatively with the FTC as it conducts its review of the proposed acquisition, and remains confident of a successful close to the transaction.
As of Jan. 17, Agrium said 35.8 million shares, or over 85 percent of the UAP shares, have been tendered.
To date, Agrium said there have been no rumblings of concerns from Canadian antitrust authorities. Agrium noted that UAP owns a few crop protection warehouses in Canada, and neither company has retail outlets. By comparison, in the U.S., both companies have a multitude of assets for regulators to ponder.