CALGARY, ALBERTA, Nov 05 (MARKET WIRE) --
ALL AMOUNTS ARE STATED IN U.S.$
Agrium Inc. (TSX: AGU) (NYSE: AGU) today announced that it is increasing
its exchange offer to acquire all of the outstanding shares of CF
Industries Holdings, Inc. (NYSE: CF) to $92.99 per CF share based on
Agrium's closing stock price on November 4, 2009. Under the terms of this
best and final offer, CF stockholders would receive $45.00 in cash, an
increase of $5.00, or 12.5 percent, in the cash consideration, and one
common share of Agrium for each CF share.
This offer provides a premium of over 67 percent to CF's closing price on
February 24, 2009, the day before Agrium announced its initial proposal,
and about 84 percent to CF's 30-day volume weighted average price through
that date. This offer represents a compelling multiple based on CF's 2010
'owned' EBITDA, particularly in relation to CF's historical trading
multiples.
Agrium has extended the expiration date of the exchange offer until 12:00
midnight, New York City time, on November 18, 2009.
Agrium President and CEO Mike Wilson said, "This is Agrium's best and
final offer. We have addressed all Canadian and U.S. regulatory concerns
and are prepared immediately to execute a fully financed, binding merger
agreement. Given that CF has consistently refused to engage with us, this
is CF stockholders' final opportunity to make it clear to the CF board
that they want to receive a premium rather than pay one. We will listen
to and respect the wishes of CF's owners. CF stockholders must tender
their shares by November 18 to send an unambiguous message that they want
this deal with Agrium at this price."
(1) EBITDA based on 2010 consensus 'owned' EBITDA (consolidated EBITDA
less minority interest plus equity investments) estimates.
Agrium has entered into a Consent Agreement to resolve the concerns of
the Canadian Competition Bureau and has received a "no action" letter
from the Bureau. Under the terms of the Consent Agreement and pursuant to
a recently announced agreement entered into with Terra Industries Inc.,
Agrium will divest to Terra 50 percent of Agrium's ammonia and urea
production complex in Carseland, Alberta. Agrium and Terra have also
agreed to a five-year supply contract in which Terra will receive a
minimum of 60,000 metric tonnes of urea per year. During the course of
the Bureau's review, Bureau staff cooperated closely with their
counterparts at the U.S. Federal Trade Commission.
Agrium has re-filed on November 4, 2009 its notification with the Federal
Trade Commission as required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Agrium has now satisfied all
regulatory issues related to its proposed acquisition of CF in Canada and
expects to complete the resolution of regulatory issues in the U.S.
shortly.
Agrium's offer is not subject to a financing condition. Agrium has
sufficient cash resources and committed financing underwritten by Royal
Bank of Canada and The Bank of Nova Scotia to fund the cash portion of
the offer.
As of 5:00 p.m., New York City time, on November 4, 2009, approximately
8.6 million shares of common stock of CF Industries had been tendered
into and not withdrawn from the exchange offer.
Additional Information
RBC Capital Markets, Goldman, Sachs & Co.,
and Scotia Capital are acting as financial advisors; Paul, Weiss,
Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP as legal
counsel; and Georgeson Inc. as information agent in connection with
Agrium's offer.
Stockholder questions regarding the exchange offer or requests for
offering materials should be directed to Agrium's information agent for
the exchange offer, Georgeson Inc., toll-free at (866) 318-0506. Offering
materials are also available on the SEC's web site at
http://www.sec.gov/. CF stockholders are urged to read the offering
materials filed by Agrium, which contain important information about the
offer. For further information regarding Agrium's offer for CF, please
visit http://www.agrium.com/.
About Agrium
Agrium Inc. is a major retail supplier of agricultural products and
services in both North and South America and a leading global producer
and marketer of agricultural nutrients and industrial products. Agrium
produces and markets three primary groups of nutrients: nitrogen,
phosphate and potash as well as controlled release fertilizers and
micronutrients. Agrium's strategy is to grow through incremental
expansion of its existing operations and acquisitions as well as the
development, commercialization and marketing of new products and
international opportunities. Contact us at: http://www.agrium.com/.
Important Information
This press release does not constitute an
offer to exchange, or a solicitation of an offer to exchange, common
stock of CF Industries Holdings, Inc. ("CF"), nor is it a substitute for
the Tender Offer Statement on Schedule TO or the Prospectus/Offer to
Exchange included in the Registration Statement on Form F-4 (including
the Letter of Transmittal and related documents) (collectively, as
amended from time to time, the "Exchange Offer Documents") filed by
Agrium Inc. ("Agrium") with the U.S. Securities and Exchange Commission
(the "SEC") on March 16, 2009. The Registration Statement on Form F-4 has
not yet become effective. The offer to exchange is made only through the
Exchange Offer Documents. INVESTORS AND SECURITY HOLDERS OF AGRIUM AND CF
ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND OTHER RELEVANT
MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER
TO EXCHANGE. Such documents are available free of charge through the web
site maintained by the SEC at www.sec.gov, by calling the SEC at
telephone number 800-SEC-0330 or by directing a request to the Agrium
Investor Relations/Media Department, Agrium Inc, 13131 Lake Fraser Drive
S.E., Calgary, Alberta, Canada T2J 7E8.
Agrium, North Acquisition Co., a wholly-owned subsidiary of Agrium, their
respective directors and executive officers and certain other persons are
deemed to be participants in any solicitation of proxies from CF's
stockholders in respect of the proposed transaction with CF. Information
regarding Agrium's directors and executive officers is available in its
management proxy circular dated March 23, 2009 relating to the annual
general meeting of its shareholders held on May 13, 2009. Other
information regarding potential participants in such proxy solicitation
and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in any proxy statement filed in
connection with the proposed transaction.
All information in this press release concerning CF, including its
business, operations and financial results, was obtained from public
sources. While Agrium has no knowledge that any such information is
inaccurate or incomplete, Agrium has not had the opportunity to verify
any of that information.
Forward-Looking Statements
Certain statements and other information included in this press release
constitute "forward-looking information" within the meaning of applicable
Canadian securities legislation or constitute "forward-looking
statements"(together, "forward-looking statements"). All statements in
this press release, other than those relating to historical information
or current condition, are forward-looking statements, including, but not
limited to, estimates, forecasts and statements as to management's
expectations with respect to, among other things, business and financial
prospects, financial multiples and accretion estimates, future trends,
plans, strategies, objectives and expectations, including with respect to
future operations following the proposed acquisition of CF. These
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond our control, which could cause
actual results to differ materially from such forward-looking statements.
Events or circumstances that could cause actual results to differ
materially from those in the forward-looking statements, include, but are
not limited to, CF's failure to accept Agrium's proposal and enter into a
definitive agreement to effect the transaction, Agrium common shares
issued in connection with the proposed acquisition may have a market
value lower than expected, the businesses of Agrium and CF, or any other
recent business acquisitions, may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than
expected, the expected combination benefits and synergies and costs
savings from the Agrium/CF transaction may not be fully realized or not
realized within the expected time frame, the possible delay in the
completion of the steps required to be taken for the eventual combination
of the two companies, the possibility that a regulatory agency may
challenge Agrium's proposed acquisition of CF pursuant to competition
laws, including the possibility that approvals or clearances required to
be obtained from regulatory and other agencies and bodies will not be
obtained in a timely manner, disruption from the proposed transaction
making it more difficult to maintain relationships with customers,
employees and suppliers, general business and economic conditions,
interest rates, exchange rates and tax rates, weather conditions, crop
prices, the supply, demand and price level for our major products, gas
prices and gas availability, operating rates and production costs,
domestic fertilizer consumption and any changes in government policy in
key agriculture markets, including the application of price controls and
tariffs on fertilizers and the availability of subsidies or changes in
their amounts, changes in development plans, construction progress,
political risks, including civil unrest, actions by armed groups or
conflict, governmental and regulatory requirements and actions by
governmental authorities, including changes in government policy, changes
in environmental, tax and other laws or regulations and the
interpretation thereof and other risk factors detailed from time to time
in Agrium and CF's reports filed with the SEC. Agrium disclaims any
intention or obligation to update or revise any forward-looking
statements in this press release as a result of new information or future
events, except as may be required under applicable U.S. federal
securities laws or applicable Canadian securities legislation.
These forward-looking statements are based on certain assumptions and
analyses made by us in light of our experience and perception of
historical trends, current conditions and expected future developments as
well as other factors we believe are appropriate in the circumstances.
Expected future developments are based, in part, upon assumptions
respecting our ability to successfully integrate the businesses of Agrium
and CF, or any other recent acquisitions.
All of the forward-looking statements contained herein are qualified by
these cautionary statements and by the assumptions that are stated or
inherent in such forward-looking statements. Although we believe these
assumptions are reasonable, undue reliance should not be placed on these
assumptions and such forward-looking statements. The key assumptions that
have been made in connection with the forward-looking statements include,
but are not limited to, CF's acceptance of Agrium's proposal and the
entering into of a definitive agreement to effect the proposed
transaction, the market value of Agrium common shares issued in
connection with the proposed acquisition, our ability to successfully
integrate within expected time frames and costs, and realize the expected
combination benefits and synergies and costs savings from, the
combination of the businesses of Agrium and CF, or any other recent
business acquisitions, and our ability to maintain relationships with
customers, employees and suppliers during the course of the proposed
transaction.
Contacts:
Agrium Inc.
Richard Downey
Senior Director, Investor Relations
(403) 225-7357
Agrium Inc.
Todd Coakwell
Investor Relations
(403) 225-7437
www.agrium.com
Georgeson Inc.
Tom Gardiner
(212) 440-9872
Sard Verbinnen & Co
Drew Brown/Stephanie Pillersdorf
Media
(212) 687-8080
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