* Calls on CF shareholders to pressure its board
* Reiterates commitment to bid for CF Industries
By Euan Rocha
TORONTO, May 14 Agrium Inc (AGU.TO), which has
launched a hostile bid for U.S. rival CF Industries (CF.N), on
Thursday asked CF's shareholders to pressure their board of
directors into negotiating a deal with Agrium.
The Canadian fertilizer maker and agricultural products
retailer initially launched its bid for CF Industries in
February. CF rejected the initial offer and a sweetened bid
that was proposed in March, arguing that both offers
substantially undervalued their company.
Agrium, on Monday, raised its bid a second time and its
latest offer values CF at about $4.18 billion -- CF has yet to
respond to the latest bid.
"I'm hoping that we hear back from CF and that they say
this bid of yours is a fair bid, let's sit down and talk --
that would be very pleasant. If they don't, we need you as
shareholders to give them a call and say, what are you doing,"
Agrium's Chief Executive Mike Wilson, said on Thursday.
CF, which has said its board will review the revised bid,
has also claimed that Agrium's bid is merely a ploy to foil
CF's own bid for its rival Terra Industries TRA.N. Terra has
thus far rejected CF's bid and refused to negotiate.
Wilson hit out at critics, who argue that if Agrium were
serious about their offer they would have proposed a slate at
CF's shareholder meeting earlier this year.
"I've been very clear. The reason we didn't put forward a
slate is we didn't have our financing committed at the time ...
We got the financing about 12 days later and moved within 24
hours," said Wilson, while addressing investors at the BMO
Agriculture, Protein and Fertilizer Conference in New York,
which was being webcast.
Wilson disagreed with a recent newspaper report, which
suggested that Agrium were unlikely to succeed in their bid for
"We have a very good value on the table. We are determined,
we are committed. We don't hire bankers and get $1.4 billion in
financing lined up just to entertain ourselves," said Wilson.
However, Agrium is not in a position to force a deal, as
CF's board have a poison pill, which they can utilize to
scuttle any unfriendly deal.
"If you look at the arbitrage spread it's fairly high right
now. There's a great way to narrow that spread. Just take the
poison pill off and talk to us," said Wilson, in reference to
the spread between Agrium's offer price and the price at which
CF's shares are trading.
Agrium is offering CF shareholders $40 in cash plus one
Agrium share for each CF share. Based on Thursday's closing
prices for shares of both companies -- Agrium is offering CF
shareholders $86.92 a share, which is well above the $77.68
level at which CF's shares closed on Thursday.
Wilson argued that Agrium is offering CF shareholders a
much more significant premium, than the one that CF is offering
"CF has gone public and said Terra should engage with them,
that they have a fair offer on the table for Terra and they
don't understand, why Terra won't talk to them," said Wilson.
"Our view is that if what you (CF) offered Terra is fair and
they should talk, then you (CF) should be talking to us."
Wilson denied that Agrium's bid is merely a gambit to
derail a possible CF-Terra deal.
"To warp it up, we are determined. Are we in here to muddle
up something? No. Are we really serious? Absolutely. Do we want
this to cross the line? Absolutely."
(Reporting by Euan Rocha; editing by Carol Bishopric)