Agrium (AGU) Makes Best and Final Offer for CF Industries (CF): $45/Share in Cash Plus One Agrium Share

November 5, 2009 7:20 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."

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