- The Washington Times - Monday, March 16, 2009

Agrium Inc. said Monday it will take its offer to buy CF Industries Holdings Inc. directly to shareholders, less than a month after the fertilizer maker’s board of directors rejected the proposal.

Agrium said it will offer $31.70 cash and one share of its stock for every share of CF Industries. CF Industries shareholders have the option of receiving either 1.7866 shares of Agrium stock or $72 cash for each of their shares.

CF Industries’ board rejected Agrium’s $3.6 billion offer earlier this month, calling it “grossly inadequate.”

“CF’s refusal to engage in discussions with Agrium left us with no choice but to take our offer directly to CF stockholders,” Agrium Chief Executive Mike Wilson said in a statement. “We believe CF’s restructuring of its offer for Terra to circumvent a vote by its own stockholders highlights their belief that CF would lose a stockholder vote and demonstrates a disregard for the rights of their stockholders.”

No more than 44 percent of the shares can be exchanged for cash and no more than 56 percent for common shares, Agrium said.

Meanwhile, CF Industries is trying to buy Terra Industries Inc., and has launched a fight to unseat that company’s board.

CF Industries said it will respond to the offer within 10 business days.

In morning trading, shares of CF Industries rose $1 to $69.63 while shares of Agrium added 28 cents to $36.33.

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