Reiterating that its US$4.9 billion hostile bid for U.S. fertilizer firm CF Industries is its “best and final” offer, Canada’s Agrium has again appealed directly to the company’s stockholders.
This time, the Calgary-based fertilizer and ag retail giant warns, if a “resounding majority” of shares are tendered to its bid and CF’s board still refuses to accept it, Agrium will “consider all options” — such as nominating supportive directors to CF’s board, or taking the Chicago firm to court.
Agrium on Nov. 5 raised its unsolicited cash-and-stock bid to $97.47 per CF share ($45 cash plus one Agrium common share, all figures US$).
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“The CF board should exercise good corporate governance and allow its stockholders to determine if they want to receive a premium or pay one,” Agrium CEO Michael Wilson said in a letter to CF shareholders Thursday, referring to CF’s own hostile bid for Iowa rival Terra Industries.
“After nine months, it’s time for CF to listen to its stockholders,” Wilson wrote. “Tender your shares to tell the CF board you want this deal at this price.”
Calling its offer “financially compelling, by any metric,” Wilson added that Agrium/CF would be a “far less leveraged” industry player than a combined CF/Terra.
Agrium’s offer, Wilson wrote, is “fully financed” and the company has already satisfied Canada’s regulatory requirements, expecting a similar resolution shortly with U.S. competition watchdogs.
Also, he said, “combining Agrium and CF also has significantly lower integration risk — Agrium has successfully completed nine acquisitions totaling $3.4 billion in the last five years alone, whereas CF has invested in only one $25 million joint venture since becoming a public company.”
