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Agrium Inc. has added a
news release to its Investor Relations website.
Title:
62 percent of CF Shares Tendered into Agrium Offer
Date: 6/23/2009 7:45:30
AM
Agrium pleased that compelling majority of
CF shares tendered into offer; urges CF Board to respect strong stockholder
message Extends offer to July 22, 2009
CALGARY, ALBERTA, Jun 23, 2009 (MARKETWIRE
via COMTEX) -- ALL AMOUNTS ARE STATED IN U.S.$
Agrium Inc. (TSX: AGU)(NYSE: AGU) today announced that CF Industries
Holdings, Inc.'s (NYSE: CF) stockholders have tendered approximately 30.14
million CF shares, or 62 percent of the total outstanding CF shares, into
its offer of $40.00 in cash plus one Agrium share per CF share as of the
offer's expiration date last night at 12:00 midnight, New York City time. Agrium
has extended the expiration date of the offer until 12:00 midnight, New York City time,
July 22, 2009.
Agrium President and
CEO Mike Wilson said, "CF stockholders have sent a resounding message
to CF's Board that they support Agrium's offer. CF stockholders clearly
understand that the Agrium offer is far superior to any alternative
articulated by CF, including remaining independent or paying a premium for
Terra. These are extraordinarily strong results, particularly given that
CF's poison pill and other defense mechanisms are still in place and we
urge CF's Board to respect this clear message from its stockholders."
Wilson added, "As we have
previously stated on many occasions, a combined Agrium/CF would be a
terrific company and Agrium is ready to meet immediately with CF and
prepared to expeditiously execute a fully financed, binding merger
agreement. We appreciate the support shown by CF stockholders and will
continue to press forward to complete this compelling combination."
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.
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 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 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: 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,
as amended. 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.
Copies of any documents
filed by Agrium with the SEC 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. Free copies of any such documents can
also be obtained by calling Georgeson Inc. toll-free at (866) 318-0506.
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, 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 or will be obtained on
conditions that may require divestiture of assets expected to be acquired,
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, closing 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. Ashley Harris Manager, Investor Relations (403) 225-7437 Website: www.agrium.com Georgeson Inc. Tom Gardiner (212) 440-9872 Media: Sard Verbinnen & Co Drew Brown/Stephanie Pillersdorf (212) 687-8080
SOURCE: Agrium Inc.
http://www.agrium.com |