Notable Mergers and Acquisitions of the Day 11/5: AGU/CF, SNI, RX

November 5, 2009 10:48 AM EST

• Agrium Inc. (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."
  
  
• Scripps Networks Interactive Inc. (NYSE: SNI) will enter into a joint venture with Cox Communications Inc. by which it will acquire a controlling interest in the Travel Channel.
  
  The two companies today signed a definitive agreement that, upon completion, will result in Scripps Networks Interactive owning 65 percent of the Travel Channel and Cox Communications retaining a 35 percent minority stake in the network.
  
  As proposed, the transaction is structured as a leveraged joint venture between Scripps Networks Interactive and Cox Communications.
  
  Cox will contribute the Travel Channel, valued at $975 million, and Scripps Networks Interactive will contribute $181 million in cash to a newly created partnership. The partnership, in turn, will take on $878 million in third-party debt that will be guaranteed by Scripps and indemnified by Cox, with the proceeds to be distributed to Cox.
  
  The transaction will result in the partnership having about $696 million in net debt.
  
  
• IMS Health (NYSE: RX) entered into a definitive agreement to be acquired by investment funds managed by TPG Capital and the CPP Investment Board in a transaction with a total value of $5.2 billion, including the assumption of debt.
  
  Under the agreement, IMS shareholders will receive $22.00 cash for each share of IMS common stock they own, representing a premium of approximately 50 percent over the closing share price on Friday, October 16, 2009, the last trading day prior to public speculation that IMS was considering its strategic alternatives.
  
  Shares of RX closed at $16.81 yesterday.

To see all the Mergers & Acquisitions for today in real-time go to http://www.streetinsider.com/Mergers+and+Acquisitions

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