Agrium walks away from CF play

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Published: March 12, 2010

Fertilizer and ag retail giant Agrium has called quits on its long-running hostile bid for U.S. fertilizer firm CF Industries.

The Calgary company’s decision, announced Thursday, follows over a year of proposals to the Chicago-based company, all of which CF resisted while it sought control of Sioux City rival Terra Industries.

CF, which Terra fought from January last year up until this Wednesday, had claimed early in Agrium’s pursuit that it was meant to interfere with CF’s own bid for Terra.

Terra on Wednesday declared CF’s US$4.7 billion cash-and-stock bid “constitutes a superior proposal” to the US$4.1 billion offer from its previous suitor of choice, Norwegian chemical firm Yara International.

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As per its agreement with Terra, Yara has five business days from Wednesday to meet or beat CF’s offer of US$37.15 plus 0.0953 CF shares per Terra share.

But Agrium, whose officials were previously quoted as saying they would drop their CF bid if CF won control of Terra, appears to have conceded.

“It is unfortunate we could not conclude this transaction, given the strong support shown by both CF and Agrium shareholders,” Agrium CEO Mike Wilson said in a release Thursday.

However, he said, the company “applies a disciplined approach to employing capital and will continue to focus on the significant growth opportunities available to us globally across the agricultural value chain.”

Agrium also will not pursue its plan to elect pro-merger nominees to CF’s board of directors, and said it will allow its current offer for CF shares to expire as scheduled on March 22.

Agrium’s latest bid for CF was worth US$45 plus one Agrium share per CF share. Starting when it announced its hostile bid in February last year, the company had urged CF stockholders to consider a deal in which they’d collect a premium rather than pay one to Terra.

CF winning Terra would also cancel Agrium’s agreement to sell a 50 per cent stake in its Carseland, Alta. nitrogen fertilizer plant to Terra. The deal was part of Agrium’s proposal to satisfy Canada’s federal competition regulators in anticipation of a CF takeover.

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