A majority of CF Industries shareholders have, once more, voted for a takeover by Canada's Agrium as North America's long-running, three-way fertilizer takeover wrangle counts down to a potentially decisive meeting.
Agrium said it had gained acceptance from 62% of CF stockholders for its "best and final" $4.5bn bid ahead of a deadline last night.
The figure is identical to that which Agrium gained in June for a lower bid, and which failed to lure the board at US-based CF to the negotiating table.
"To achieve such a compelling majority of stockholder support for a second time regarding the combination of our two companies speaks for itself," Agrium chief executive Mike Wilson said.
"We look forward to meeting with CF and its advisors shortly to conclude this mutually beneficial transaction."
'Far from compelling'
CF, whose board is given significant leeway under Delaware law to steer its own course, said the vote "does not change the fact that Agrium's offer is far from compelling".
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Refresher course - the bids
CF has offered $32.00 in cash plus 0.1034 of its shares for Terra. Values Terra shares at $40.50, as of 19:30 GMT.
Agrium has offered $45 plus one shares for CF. Values CF shares at $101.38 |
It added: "CF does not believe that the tender results reflect stockholder support for the terms of Agrium's offer."
CF is pursuing its own bid for US nitrogen specialist Terra Industries, whose annual meeting on November 20 may unwind the takeover tangle.
Letter writing
Directors in CF, which bought a 7% stake in its target in September, are attempting to use the meeting to get three of their own nominees voted onto the Terra board.
Agrium has said it will walk away if CF's bid for Terra, which is based in Sioux City, Iowa, succeeds.
All three companies have undertaken a frantic letter-writing and advertising campaign this week in an attempt to swing shareholders their way, quoting oft-conflicting data and, confusingly, with all there companies claiming the support of proxy advisory firm RiskMetrics to their causes.
RiskMetrics rumpus
RiskMetrics has advised CF shareholders to tender to Agrium's cash-and-shares offer, saying it was "concerned about the accountability of the CF board" after it sidestepped the June vote.
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Road to Sioux City, November 20
Nov 19: 62% of CF investors back Agrium bid.
Nov 18: Terra writes again to investors urging opposition to CF board nominees. Agrium places advert in Wall Street Journal urging CF investors to tender to its bid.
Nov 17: CF writes again to Terra investors over its "compelling" bid
Nov 16: Terra dismisses RiskMetrics report as "flawed and contradictory". Agrium reveals RiskMetrics' support for its CF bid
Nov 13: Terra writes to investor saying has support of three proxy firms. Fourth, RiskMetrics, reached "wrong conclusion". CF says RiskMetrics' support is an "important step" in its bid campaign. |
The proxy firm has, in a separate report on November 13, urged Terra investors to vote for CF's nominees, noting that the "combined CF-Terra would be a nitrogen powerhouse".
Terra dismissed the November 13 report as "flawed and contradictory", given that RiskMetrics has also said that it "does not endorse the current [CF] offer as an offer Terra or its shareholders should accept".
"It is inexplicable that RiskMetrics would argue that CF's proposal is inadequate, on the one hand, but that CF's nominees should nonetheless be elected to Terra's board to advance that proposal, on the other hand," Terra said.
CF success at Friday's meeting would not give its nominees a majority on the Terra board, which has eight members.
Nonetheless, similar situations in the past have led to target companies losing their independence, CF says.
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