The CVR Energy Inc. board of directors issued a statement responding to Carl Icahn’s announcement that a majority of CVR shareholders had tendered their shares to Icahn’s $30 per share offer plus a contingency. In doing so, the board indicated that it would not remove a poison pill and allow Icahn to immediately acquire the shares, but instead would force him to take his battle to the company’s annual shareholders meeting, where he would have to replace the board in order to do so. In the meantime, those shareholders who tendered, can still change their mind.

“Mr. Icahn acknowledges that he cannot at this time purchase any shares tendered in his offer, and such shares can be withdrawn at any time,” said the CVR board. “The real choice for stockholders will be at our annual meeting where they will decide whether to elect Mr. Icahn’s hand-picked nominees in place of our qualified and experienced Board of Directors with their track record of delivering value.”

CVR also issued a statement which appeared to be as much for employees as for shareholders:
“You may have seen news today regarding CVR Energy and one of our largest stockholders, Carl C. Icahn. We want to make sure you have the information you need to understand today’s news.”

“As you may know, Mr. Icahn has been attempting to replace certain members of our Board of Directors and acquire the company. Our Board has carefully reviewed Mr. Icahn’s current takeover offer and has determined the price he is offering is inadequate and not in the best interests of the company or its stockholders. Earlier today, Mr. Icahn announced that a majority percentage of the company’s shares had “tendered” in support of Mr. Icahn’s current offer of $30 per share, plus possible future value.
While we are disappointed in the result, this tender offer process has absolutely no impact on CVR Energy’s immediate future and Mr. Icahn is presently unable to buy any of these shares tendered. This simply means that he will continue to seek seats on our Board of Directors at our 2012 Annual Meeting.”

“It is important to note that this activity also has no impact on our day-to-day operations at CVR Energy, and nothing about your job changes as a result of this process. All of us here have worked hard to deliver results, and we will continue to pursue our successful strategy. We are confident that our shareholders will continue to support the management and our Board at our 2012 Annual Meeting.”

“As always, should you receive a question from a member of the media or an investor regarding this process, please forward the calls to Steve Eames, vice president of corporate affairs, at (281) 207-3550. Please direct any calls from outside vendors or customers to your direct supervisor.”
“We appreciate your continued hard work and support and will continue to keep you updated. Thank you.”

Koch Nitrogen sent out an alert April 3 that it has suspended UAN truck loading at Beatrice, Neb., until further notice. No other details were available.
In the meantime, sources say the nitrogen market has quickly reacted to USDA’s projection report of March 30 that farmers intend to plant approximately 96 million acres of corn.

Effective April 4, Koch reposted urea at $690/st FOB Enid, Okla., up $75/st from its March 24 list price, and a full $95/st higher than Koch’s March 22 reference price at Enid.

Effective March 30, Agrium reposted its granular urea prices in California at $650/st FOB West Sacramento; $660/st FOB Hanford and Richvale; $685/st truck-DEL in Central California; $695/st truck-DEL in the Northern California counties of Del Norte, Humboldt, Lassen, Modoc, Shasta, Siskiyou and Trinity; and $705/st truck-DEL in Imperial, Orange, Riverside and San Diego counties.

Agrium also moved up its delivered UAN postings on April 4 in Montana and Wyoming, firming to $440/st DEL ($13.75/unit) for UAN-32 and $385/st ($13.75/unit) DEL for UAN-28.

Some worried that there might be price run ups in line with or greater than those occurring in 2008-2009 with these occurring during the middle of the fertilizer season. Early reports were that urea barges at NOLA quickly hit $650/st FOB and above early in the week with sellers now quoting $700/st FOB.

In the meantime, at least one analyst said major U.S. nitrogen maker CF Industries Holdings Inc. is set to “make a killing” off of the current scenario.

LSB Industries Inc. has given an update on the Pryor, Okla., nitrogen plant, which was shut down March 15, 2012 for unplanned maintenance. LSB says the ammonia plant resumed production March 22 and is currently producing at the rate of 625 tons per day, for sale directly into the fertilizer market. However, the maintenance undertaken at the urea plant, which produces UAN is not complete. As a result, the Pryor did not produce UAN during the month of March. LSB expects to resume production of UAN later this month, and will announce when UAN production has resumed.

The company estimates that the maintenance downtime will result in approximately $4 million less operating income than otherwise would have been expected in March and approximately $1.0 million less in April 2012.

Billionaire investor Carl Icahn today announced that approximately 55 percent of the outstanding shares of CVR Energy’s common stock had been tendered pursuant to the offer by his affiliates to acquire the company. This amount, when added to the shares already held by the Icahn group, constitutes over 69 percent of the outstanding shares. The tender offer has been extended and will now expire at 5:00 p.m., New York City time, on April 30, 2012. Icahn issued the following statement:

I am gratified that shareholders have endorsed our offer in such a decisive manner. Well over a majority of the shares owned by shareholders unaffiliated with me were tendered into our offer. This extraordinarily high level of support is clear evidence to me that shareholders are overwhelmingly in favor of selling their stock to me for $30 per share, plus the contingent value right. To any members of the Board who were previously unconvinced that shareholders desired to accept my offer (or who believed that attention to shareholder opinion was not a priority), I say this: now that there is a clear mandate in favor of my offer, it is your duty to carry out the wishes of shareholders as quickly as possible.

The Board previously stated to shareholders: “We will continue to work hard for you to take advantage of CVR Energy’s many opportunities to deliver superior stockholder value.” Given the overwhelming support for our tender offer, in my opinion the best way to “deliver superior stockholder value” is to move to install our nominees as board members on an expedited basis so that they may remove the poison pill and allow shareholders to receive their offer consideration as quickly as possible. To that end, the Board should schedule the 2012 annual meeting for the end of April. If the Board insists on frustrating the will of a supermajority of its shareholders, we will move to the next phase of our campaign – the proxy fight. Once we win the proxy fight, we will replace the current CVR board with my slate, which intends to remove the poison pill immediately.

The Board has repeatedly maligned my record by telling shareholders that the conditions in our offer made it illusory and created doubt that it would be consummated. I say to the Board: I stand ready, willing and able to pay $2.26 billion to purchase all CVR shares that I don’t currently own as soon as the Board permits me to do so. In light of the clear message that shareholders have now sent to the Board, it would be a shame if the Board took any action to thwart or delay our offer. The directors should be advised that if they do so we will seek to hold them accountable to the maximum extent permitted by law.

We thank all CVR shareholders for their continued support and we look forward to victory at the annual meeting!

Icahn has indicated that instead of selling a portion of the shares of CVR Partners LP, the nitrogen company which is majority owned by CVR Energy, that he is more inclined to sell the entire company. His ultimate goal is to sell CVR Energy as well.

Yara International ASA has agreed to make a strategic investment of approximately C$40 million in IC Potash Corp (ICP) and has entered into an off-take arrangement for 30 percent of all products produced by ICP’s Ochoa project in New Mexico for a period of 15 years. ICP and Yara have also agreed to discuss the possibility of establishing a jointly held entity for the purpose of marketing products produced by the Ochoa project.

"This investment fits well with our strategy. Through the ownership in ICP, Yara gets an upstream exposure on potash which reduces and mitigates the financial impact of being structurally short on the nutrient. Furthermore, the partnership with ICP aligns our respective strategies to develop and distribute premium fertilizer products, where Yara already has a leading position globally with its nitrates and nitrate-based NPK portfolio," says Jørgen Ole Haslestad, President and Chief Executive Officer in Yara.

Mr. Sidney Himmel, President and CEO of ICP, comments, "Yara and ICP share a strategic focus on premium products and adding value in the fertilizer supply chain. As one of the world’s largest distributors of plant nutrients, Yara is the ideal partner for ICP’s project development and product marketing strategies. This partnership is transformational for ICP and provides the Company with a significant injection of capital and a buyer for 30 percent of the annual production by the Ochoa project. We look forward to working with Yara in further developing the distribution channels for our premium potash products."

Pursuant to the strategic investment, Yara, through a wholly-owned subsidiary, will purchase from ICP in a private placement transaction 30,129,870 common shares at a price of $1.32 per share. The issue price represents a 41 percent premium over the 20 day volume weighted average price of ICP’s common shares traded on the Toronto Stock Exchange as of the close of business on 30 March 2012. On completion of the transaction, Yara’s shares will represent 19.9 percent of the issued and outstanding common shares of ICP on a non-diluted basis.

ICP’s objective is to start commercial production in fourth quarter 2015, with an estimated annual production of 700,000 metric tons of SOP and SOPM (Potash Magnesium Sulphate). SOP is a non-chloride based potash fertilizer used in the cash crop and horticultural industries, and for agriculture in saline and dry soils. It is considered a premium product, carrying a substantial premium over the price of Muriate of Potash (MOP).

Upon completion of the transaction, ICP will have approximately US$60 million in cash which will be used to complete a definitive bankable feasibility study, all required permitting, deposits for equipment purchases, and pre-construction engineering. ICP intends to launch the feasibility study on the Ochoa project in the coming weeks.

Yara will have the right to appoint one representative to ICP’s board of directors and the pre-emptive right to participate pro rata in all future equity or equity-linked issuances by ICP. Subject to certain exceptions, Yara will be restricted from transferring securities of ICP until the earlier of 24 months following the closing date and the date on which ICP has secured all financing to complete the construction of the Ochoa project and such construction has commenced. During such period, and subject to certain exceptions, Yara has agreed not to make any take-over bid for ICP’s securities and not to take certain other actions which may affect the control of ICP.

Yara has no current intention to acquire additional securities of ICP, except in connection with the exercise of its pre-emptive right, or to dispose of any of its ICP securities. Subject to its agreements with ICP, and depending on its assessment of ICP’s business, prospects and financial condition and general economic and market condi

EuroChem completed its purchase of the European BASF fertilizer operations March 31. The Euro 830 million (US$1.1 billion) deal was concluded after antitrust authorities in Europe approved the deal.

The transfer includes plants for CAN/AN, NPK, nitrophosphoric acid and three nitric acid plants. The plants will be part of a new company, EuroChem Antwerp.

The deal solidifies EuroChem’s presence in Western Europe in an ever-expanding area of the fertilizer industry. It is already holds title to the fifth largest reserves of potash and is a major phosphate and nitrogen fertilizer producer.

Indonesia’s Pusri awarded 30,000 mt of granular urea to Dreymoor at $470.10/mt FOB in a tender that closed Friday, March 30. An additional 30,000 mt was offered but no bidders appeared.

Pusri set the minimum price at $470/mt FOB, and only Dreymoor met that level. All other bids were in the mind-$450s/mt FOB.

In the run up to the tender, industry sources expected to see prices in the low-$450s/mt FOB. The higher floor price set by Pusri indicates the producer is more bullish than many of the traders.

CF Industries Holdings Inc. notified customers March 31 that it had suspended loading of UAN-32 and UAN-28 at its Woodward, Okla., facility until further notice. No other details were provided. This is the second time in less than a month that UAN loading at Woodward has been suspended. Back on March 9, CF alerted customers that UAN loading at that location was suspended, but the company followed that announcement with another on March 12 that UAN loading had resumed on an allocated basis.

UAN capacity at Woodward is 825,000 st/y. The Woodward facility also produces 440,000 st/y of ammonia, but only 100,000 st of that is available for sale as a finished product, with the rest upgraded to UAN.

India bought its first new tons of urea this week when IPL awarded 500,000 mt to Emmsons at AED1417.25 (US$385.83/mt). Due to a transmission error, this originally came through to Green Markets as 50,000 mt. The price indicator UAE Dirhams and Emmsons’ history made it clear to industry watchers that the tons – while identified as “open” in the tender – will come from Iran. In the week leading up to tender closing March 23, industry sources were sure awards would go to traders offering Iranian tons.

All told only 1.5 million mt were offered in this tender. The December 2011 IPL tender – the most recent Indian tender before the current one — had more than 2.5 million mt offered.

The award price also provided evidence that the market is in a bearish state. Earlier talk was that prices would be near $400/mt CFR. The lowest price in the last tender was $444.40/mt CFR.

Arab producers hoped to prevent a slide in prices with offers at $440-$442/mt FOB. In the last tender they offered $512-$518/mt FOB.

The last bit of public business between tenders came in at $450-$460/mt FOB. Since then the talk has been of prices closer to $410-$420/mt FOB but that was only talk. Producers talked of $450/mt FOB and buyers of $420/mt FOB.

While the Arab producers’ offers showed they are willing to take less than the prices they were talking about last week, their pricing ideas are still too high when compared to the Iranian tons being offered just across the Gulf.

The Mosaic Co. reported a 50 percent drop in net earnings for the third quarter ending Feb. 29, 2012, to $273.3 million ($.64 per diluted share) from the year-ago $542.1 million ($1.21 per share). Net sales were off only slightly to $2.19 billion from the year-ago $2.2 billion. Mosaic said growth in phosphate sales were offset by declines in potash sales.

“We are continuing to make significant strategic progress for long-term success even as we work through seasonal and cyclical market factors, and we feel very good about our business momentum,” said Jim Prokopanko, Mosaic president and CEO.

For more details, see the Green Markets Web-Edition March 30.