M&A

18 November, 2009

UPDATE 2-Agrium makes last-minute push for CF

* Agrium's tender offer expires at midnight

* CF still in play for Terra (Adds Agrium letter to CF board, CF comment. Updates with opening stock prices.)

By Ernest Scheyder

NEW YORK, Nov 18 (Reuters) - Agrium Inc (AGU.TO) (AGU.N) made a last-minute push on Wednesday for CF Industries Holdings Inc (CF.N) shareholders to support its proposed buyout of the fertilizer producer.

"Do you want to receive a premium, or pay a premium?" Canada-based Agrium asked CF shareholders.

The company is hoping CF's shareholders accept its nearly $5 billion offer by a deadline of midnight on Thursday.

Agrium has offered $45 cash and one common share, or $100.54 per CF share, based on Tuesday's closing price.

"Tendering your shares into this offer will send an unambiguous message to the CF board: the owners of CF want this deal at this price," Agrium said in the letter, which was also printed in a full-page advertisement in The Wall Street Journal.

In a separate letter to CF's board, Agrium Chief Executive Officer Mike Wilson made a personal appeal for the buyout, saying he has been "disappointed by the lack of constructive dialogue."

"If a majority of your stockholders tender, it means a majority of your stockholders want this deal at this price; it not, then they do not," Wilson said. "There can be no other interpretation or 'spinning' of the message."

CF's board has repeatedly declined Agrium's offer, saying a buyout of rival Terra Industries Inc (TRA.N) would generate more return for its shareholders in the long term.

"Nothing has changed the fact that Agrium's offer is far from compelling," CF spokesman Terry Huch told Reuters.

CF has offered Terra shareholders $24.50 in cash and 0.1034 CF shares for every Terra share.

Terra shareholders will also receive a $7.50 special dividend, regardless of whether Terra reaches a deal teal with CF.

CF is hoping its slate of three directors is elected to Terra's board at Terra's annual meeting in New York on Friday. Their election would likely cement CF's play for Terra.

Shares of Agrium rose $1.16, or 2.1 percent, to $56.70 in morning trading on the New York Stock Exchange, while shares of CF rose $1.10 to $84.99. (Reporting by Ernest Scheyder, editing by Dave Zimmerman)

Source: http://www.reuters.com