2nd UPDATE:CF Industries Renews Pursuit Of Terra With $4.72 Billion Bid
2010年3月3日 - 1:05AM
Dow Jones News
CF Industries Holdings Inc. (CF) on Tuesday resumed its pursuit
of rival fertilizer maker Terra Industries Inc. (TRA) with a $4.72
billion offer that seeks to break up the agreed bid from Norway's
Yara International ASA (YARIY, YAR.OS).
Terra had fought a year-long pursuit from its U.S. rival before
accepting Yara's all-cash $4.1 billion bid last month, which
includes a $123 million break-up fee.
Rising commodity prices have sparked a flurry of deals in the
crop-nutrient sector in recent weeks, and Terra's focus on
nitrogen-based products has kept it among the most attractive
operators. CF Industries is still defending itself against a
hostile offer from Canada's Agrium Inc. (AGU).
Terra shares have traded above the $41.10 offered by Yara,
fueling speculation that CF Industries would return with a higher
offer. Terra shares were up 12% at $46.02 in recent trading while
CF was down 3.7% at $103.57.
CF Industries boosted its offer several times before dropping
its pursuit in January, and has returned with more cash and
additional financing, with Bank of Tokyo-Mitsubishi UJ joining
Morgan Stanley to back the proposed bid. CF is offering $37.15 in
cash and 0.0953 of its own shares for each Terra share, valuing its
target at $47.40, based on Monday's closing price. Its most-recent
bid was $36.75 and 0.1034 of a share.
CF Industries Chairman and Chief Executive Stephen R. Wilson
said in a statement: "It is clear that CF Industries is the best
acquirer for Terra" based on the "substantial synergies" the two
firms can only achieve together.
"We withdrew our prior offer because we believed that Terra was
unwilling to agree to a sale," he said. "Now that Terra is for
sale, we have made an offer that is superior to Yara's
substantially lower, highly conditional offer." CF said their offer
will boost earnings in the first year.
Yara aimed to close the Terra deal by the end of the second
quarter, subject to shareholder and regulatory approval--including
the Committee on Foreign Investment In The United States--as well
as the successful execution of the rights issue.
Terra said its board will evaluate the proposal and won't
comment on it before then. Its agreement with Yara may be
terminated if it receives a superior proposal, although Yara would
be entitled to a $123 million break-up fee. Yara has five days to
respond about matching the CF bid. Yara wouldn't comment on the
offer Tuesday.
Yara is already one of the world's largest fertilizer producers,
and Terra is prized as a U.S. focused pure-play on nitrogen-based
products with an expanding industrial unit complementing its
agribusiness interests.
The global fertilizer market is recovering from a two-year
boom-and-bust, triggering a series of efforts to tap improving
supply and demand conditions. Nitrogen prices have been far more
resilient than those for phosphate and potash, which are also used
to produce crop nutrients.
-By Doug Cameron and Joan Solsman, Dow Jones Newswires;
312-750-4135; doug.cameron@dowjones.com