On March 27, in addition to increasing its offer for CF, Agrium filed with the SEC preliminary proxy materials in connection with CF’s 2009 annual meeting of stockholders, which urge CF stockholders to “withhold” all votes in connection with the election of the three nominees to the CF board of directors.

“Agrium’s increased offer reflects our firm commitment to completing this transaction,” said Mike Wilson, Agrium’s president and CEO. “For CF stockholders – who would receive a substantial premium plus significant participation in the upside of the combination – our offer is a far better alternative than paying a substantial premium for Terra Industries. Moreover, we would consider increasing our offer further to reflect any additional value that the CF board and management can demonstrate arising from the combination of our two companies.”

“We do not understand why CF would summarily reject our offer without any attempt to negotiate a mutually beneficial transaction,” added Agrium’s Wilson. “We are disappointed that CF would attack our offer with selective information and flawed financial analysis – and disenfranchise CF stockholders by restructuring the Terra offer to take the vote away from CF stockholders. We urge CF stockholders to send a message to the CF board to engage with us by withholding their votes for the CF nominees at the April 21 annual meeting and tendering their shares into the Agrium offer. Given CF’s end run around CF stockholders, withholding votes on directors and tendering shares is the way for them to have a voice in the future of their company.”

Agrium noted its offer is not subject to a financing condition. Agrium says it has sufficient cash resources and committed financing underwritten by Royal Bank of Canada and The Bank of Nova Scotia to fund the cash portion of the offer.

Agrium also outlined its response to CF’s rejection:

• Agrium’s offer represents a substantial premium and is very attractive to CF stockholders from an exchange ratio standpoint as it is well above historical averages.
• Agrium’s proposal has been well received by the markets. CF stockholders have clearly expressed to Agrium their preference to receive a premium rather than pay a premium for Terra. The spread between the value of the Agrium offer and CF’s share price has averaged 1.8 percent since the announcement, implying that investors are supportive of an Agrium/CF combination and believe a deal will be consummated.
• Agrium’s offer is not being funded by CF’s cash. CF’s contention that Agrium is using CF’s cash to fund the cash component of Agrium’s offer is wrong. Agrium is funding the cash portion of the offer through available liquidity and fully committed financing. More importantly, the cash on CF’s balance sheet is fully valued in Agrium’s offer, as is the case in virtually every merger or acquisition.
• Agrium’s retail business provides stability, value and high margins. While CF claims it does not want exposure to Agrium’s “lower margin” retail business, the fact is that Agrium has had higher average and less-volatile margins than CF – and has traded at a higher EV/EBITDA multiple ?Çô since CF’s IPO in 2005.
• Agrium is a global leader in nitrogen manufacturing with broad diversification. Our operational and geographic diversification helps maintain our strong vendor relationships and mitigates unforeseen events such as unfavorable weather or political instability in the markets we serve. A combined Agrium/CF would further strengthen our market positioning.
• Agrium has a strong record of growth, successful integration of acquisitions and attainment of synergies. In the past five years, Agrium has completed nine acquisitions and invested approximately $3.4-billion, achieving synergies greater than announced and earlier than expected. In contrast, CF has announced a single acquisition of approximately $25-million and has no track record of integrating acquisitions or extracting synergies since its IPO.

Members of Waterloo-Oxford Cooperative Inc. in Woodstock, Ont., voted March 23 to sell substantially all of the co-op’s assets to Growmark Inc. The vote was held at the co-op’s annual general meeting in Woodstock, and was well attended by more than 70 members who voted 95 percent in favor of the deal.

The transaction, which was approved by the board of directors prior to the meeting, is expected to be completed May 1, 2009. Waterloo-Oxford offers a full line of crop production products, including pesticides, seed, and both liquid and dry fertilizers, with total annual sales of approximately $250 million. The co-op’s sales area in Ontario stretches from Lake Erie to Georgian Bay, and from London to the Highway 400 route linking Toronto to the central and northern sections of the province.

“Growmark’s investment in acquiring the assets of Waterloo-Oxford Co-op is a blessing in terms of what we needed in strong financial support,” said Murray Schnarr, president of Waterloo-Oxford Co-op. “It gives us new stability and allows us to continue to do business for the customers in our trade territories.”

Waterloo-Oxford has operated under the FS Partners name since November 2006, and will continue to operate under that banner after the acquisition. FS Partners is a retail division of Growmark that manages the day-to-day businesses of 20 FS branches throughout central, western, and northern Ontario.

“For our customers, it means they will be able to continue to do business with their local FS Partners branch as usual and see very little change in their day-to-day business dealings,” said Jaye Atkins, FS Partners general manager. “This acquisition will allow us to stay competitive in the marketplace, tap into more resources, and increase efficiencies.”

After the completion of the transaction, Waterloo-Oxford Cooperative will be dissolved. At that time, it is anticipated that current members of Waterloo-Oxford who meet membership criteria will be eligible for membership in Growmark.

Atkins told Green Markets that Waterloo-Oxford has approximately 230 full-time employees and 100 part-time and seasonal staff. He added that the transaction will have “very little impact on employees, with minimal displacement.”

Growmark is a regional cooperative that provides agriculture-related products and services to farmers and rural residents in Ontario and the U.S. through subsidiaries and local FS member cooperatives. FS branded and related products and services include crop inputs, crop protection, seed, grain marketing, energy products, feed, and animal health, as well as a variety of consumer-related products. Growmark reported $6.7 billion in sales for 2008.

Those who believe March comes in like a lion and goes out like a lamb may have to reconsider after last week’s brutal weather in the upper Midwest, which included 10 tornadoes in Iowa and Nebraska, severe blizzard conditions in western Nebraska and South Dakota, and worsening flood conditions in parts of the Dakotas and Manitoba. Forecasters said another storm was expected Friday into Saturday and could bring 6 inches of snow or more to parts of Nebraska and western Iowa.

Five lower-level tornadoes were confirmed in western Iowa on Monday night, with localized damage reported to houses and farm structures but no injuries. Residents in the central two-thirds of the state were dealing with minor flooding from main stem rivers after recent heavy rains. The National Weather Service’s North Platte, Neb., office reported Monday afternoon that two tornadoes had touched down in north-central Nebraska as part of the same storm system. By Wednesday, that estimate was raised to at least five tornadoes across the state on Monday, in addition to the five that hit western Iowa. The tornadoes were among 17 funnels reported from Oklahoma to South Dakota early in the week.

The western part of Nebraska spent much of Tuesday enduring blizzard conditions from falling snow and high winds. Wind gusts of 62 mph were reported in Valentine, Neb., with one gust clocked at 90 mph in Perkins County, S.D. Several state and national highways in the Nebraska Panhandle were temporarily closed during the storm, including a section of Interstate 80 into Wyoming. The heaviest snowfall occurred in western South Dakota’s Black Hills area, with up to 30 inches of new accumulation.

In North Dakota, sandbagging efforts were underway to combat widespread flooding caused by ice jams on the Missouri River. Thousands of residents in Bismarck and in rural areas south of the city were evacuated due to rising water, prompting authorities to use explosives on Wednesday to blast a channel through extensive ice dams near Fox Island. Local reports said this is the first time Bismarck has had a spring flood since 1952, when the Garrison Dam was being built 60 miles upstream.

And in Fargo, N.D., and Moorhead, Minn., residents were desperately stacking sandbags along the swollen Red River last week, which was expected to crest at a record 43 feet by Saturday, above the previous record of 40.1 feet set in 1897 and more than three feet higher than the levels reached during the devastating 1997 flood. The National Weather Service late on Thursday said the crest could run for three to seven days, further stressing sandbag barriers. President Obama issued a disaster declaration for 34 North Dakota counties on Tuesday.

Seeding of spring wheat in North Dakota may face “major delays” as a result of flooding and additional snowfall, Minneapolis-based DTN Meteorlogix LLC said in a midweek report. Fargo-based U.S. Agriculture Department official Dale Ihry recently predicted that at least 1 million acres might not be planted this spring in North Dakota.

In Manitoba, forecasters have said that when the crest of the Red River hits the border with the U.S. in the coming weeks, a lot of farmland and roads south of Winnipeg will be flooded. The recent storms are “really setting off alarm bells,” Environment Canada announced last week.

The rising Red River was already forcing some grain shipments away from rail lines because of flooded tracks. Local reports said washouts on BNSF’s north-south line in North Dakota were causing delays ranging from one to four days for shipments of agricultural products from Canada. Canadian Pacific Railway said it does not expect problems with its east-west line, which runs west of the likely flood zone. CP does have concerns, however, for its track south of Winnipeg, which runs directly through the Red River Valley.

Remember seeing all those photos of First Lady Michelle Obama helping to break ground for a new garden on the South Lawn of the White House? Pundits soon followed up that President Obama would be the one who would supply the fertilizer.

The Fertilizer Institute’s Nutrients for Life Foundation honed in on the fact that it is supposed to be an organic garden, and that organic was portrayed as synonymous with healthy and nutritious. Nutrients for Life President Ford West sent a letter to Mrs. Obama pointing out “that other forms of fertilizers, such as nitrogen captured from the air, and phosphate and potassium mined from the ground, are just as efficient, if not more so, in delivering the much needed nutrients to the plants since their nutrient content is more predictable. Fertilizers are all good – they provide nourishment, just as vitamins do for people… When it comes to fertilizers, all options are healthy and people need to know that they can be comfortable choosing whichever option works for their situation, budget and space.”

In addition, TFI noted that a similar spin on organics was made in a recent interview with “slow food” proponent Alice Waters on the CBS show 60 Minutes. In a letter to Waters, Nutrients for Life Executive Director Harriet Wegmeyer said, “Your effort to educate people about growing healthy food is commendable, but flawed. While growing organic is one option, I would like to point out that other forms of fertilizers, such as nitrogen captured from the air, and phosphate and potassium mined from the ground, are just as efficient, if not more so, in delivering the much needed nutrients to the plants since their nutrient content is more predictable.” In addition, letters were sent to 60 Minutes reporter Lesley Stahl and 60 Minutes producer Ruth Streeter. Wegmeyer’s letter added that she looked forward to seeing a 60 Minutes segment that highlights all options for growing healthy and nutritious food.