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Agrium (AGU) Prices 8.72M Issuer Bid at $103/Share; Will Double Dividend to $2 in Jan. '13

October 22, 2012 7:23 AM EDT
Agrium Inc. (NYSE: AGU) announced today the preliminary results of its substantial issuer bid to repurchase up to Cdn$900,000,000 of its Shares. Agrium will take up and pay for approximately 8.72 million common shares at a price of Cdn$103.00 per Share under the offer. The Shares purchased represent approximately six percent of the Shares currently outstanding (undiluted). After giving effect to the repurchase, Agrium will have approximately 149 million Shares issued and outstanding.

The purchase price paid per share is expected to be $103.00, a one percent discount to the closing price on the Toronto Stock Exchange of $103.95 on October 19, 2012, the date the bid expired, and a 1.5 percent premium to the volume-weighted average price during the tender period of $101.47.

Agrium's Board has also announced its intention to double Agrium's dividend to U.S.$2.00 per share on an annualized basis and move to a quarterly payment schedule (U.S. $0.50 per quarter), as of the next scheduled dividend in January, 2013.

Agrium authorized the Cdn$900 million substantial issuer bid on August 2, 2012 in conjunction with Agrium's agreement for Glencore International plc to sell Viterra Inc.'s minority position in a nitrogen facility located in Medicine Hat, Alberta to CF Industries Holdings, Inc., on Agrium's behalf, for Cdn$915-million, subject to closing adjustments. Agrium had agreed to purchase the minority position from Glencore following its acquisition of Viterra. The Medicine Hat nitrogen sales transaction is expected to leave Agrium with surplus capital when completed and is expected to enhance the attractiveness of Agrium's prior agreement to acquire the majority of Viterra's agri-retail business.

Agrium has been one of the best performing stocks in North America. The company's share price in U.S. dollars has increased 56 percent year-to-date and by 87 percent over the past three years on the NYSE, versus 14 percent and 31 percent respectively for the S&P 500.

Morgan StanleyCanada Limited and Morgan Stanley & Co. LLC acted as dealer managers in connection with the Offer in Canada and the United States, respectively, and as financial advisor to Agrium.

Shareholders had the opportunity to tender shares until 5:00 p.m. Eastern Time on October 19, 2012, by electing an auction tender at a price of their choice between $95.00 and $107.00 per Share or, alternatively, by electing a purchase price tender at which they could sell their Shares at the purchase price determined by the Corporation.

Under the terms of the Offer, approximately 21.08 million shares were validly tendered to the Offer and not withdrawn. Since the Offer was oversubscribed, shareholders who made auction tenders at or below the $103.00 Purchase Price and shareholders who made purchase price tenders will have the number of Shares purchased pro rated following the final results of the Offer. Agrium expects that such tendering shareholders will have approximately 87.9 percent of their tendered Shares purchased by Agrium under the Offer.

The number of Shares to be Purchased, the pro-ration factor and the price per Share under the Offer are preliminary. Final results will be determined subject to confirmation by the depository of the proper delivery of the Shares validly tendered and not withdrawn. Upon take up and payment of the Shares repurchased, Agrium will release the final results, including the final pro-ration factor.

Ownership of the Shares not purchased by the Corporation under the Offer will not be affected by the transaction.


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