Date: 6/16/2009 3:56:54
PM
Will walk from transaction if compelling
majority of shares not tendered RiskMetrics Group
(ISS) recommends CF stockholders tender shares
CALGARY, ALBERTA, Jun 16, 2009 (MARKETWIRE
via COMTEX) -- ALL AMOUNTS ARE STATED IN U.S.$
Agrium Inc. (TSX: AGU)
(NYSE: AGU) today announced that RiskMetrics
Group (formerly ISS), the leading independent proxy voting and corporate
governance advisory firm, has recommended that stockholders of CF
Industries Holdings, Inc. (NYSE: CF) tender their shares into Agrium's
exchange offer of $40.00 in cash plus one Agrium share per CF share.
Based on Agrium's
closing stock price on June 15, 2009, the offer has a current value of
$88.20 per CF share and represents a premium of 59 percent to CF's closing
price on February 24, 2009, the day before Agrium announced its initial
proposal, and 74 percent to the 30-day volume weighted average price
through that date.
Mike Wilson, Agrium's
President and CEO, said, "We are pleased that RiskMetrics
has recommended that CF stockholders tender their shares into Agrium's
compelling offer. RiskMetrics clearly concurs
that Agrium's offer provides a significant premium to CF's standalone stock
price, is in-line with precedent deal valuations and provides CF
stockholders with the attractive opportunity to 'participate in any cycle
upside from the higher base provided by the offer premium.'"
Wilson concluded, "Our offer is
far superior to any alternative articulated by CF, including remaining
independent or paying a premium for Terra. We are prepared to execute
immediately a fully financed, binding merger agreement - but CF
stockholders must send an unambiguous message to CF's Board by tendering
their shares into our offer. We have made our best and final offer - unless
CF demonstrates new value. We will continue to press CF if we receive a
compelling majority of shares tendered, but we will walk from the
transaction if we do not."
Agrium's offer expires
at 12:00 midnight, New York City
time, on June 22, 2009.
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 |