Terra Industries is attempting to limit the damage to its bid defences caused by defeat in a key showdown with CF Industries by creating extra board positions which will limit the say of its predator's placemen.
The US nitrogen specialist said that it had "taken steps" to reappoint the three board members, including chairman Henry Slack, voted by shareholders off the board at its annual meeting on Friday.
The three will be put into fresh board positions, taking the total number of Terra directorships to 11, and reducing the influence of the CF slate voted in on Friday.
The five existing Terra directors untouched by the poll had decided unanimously on the move which would allow shareholders to benefit both from the ""experience" of the deselected directors and the "new perspective" of CF's nominees, the nitrogen group said.
'Financially inadequate'
The announcement came as Terra rejected fresh overtures over the weekend from CF, which resubmitted its $4.1bn bid, along with a 30-day "go shop" period, allowing the nitrogen group to seek a higher offer.
"Terra's board previously rejected CF's proposal as financially inadequate, and has once again concluded that the proposed merger agreement does not provide any basis for engagement with CF," Terra said.
Michael Bennett, the Terra chief executive, added: "Nothing about the vote changed the value of CF's proposal. We continue to believe that Terra's current strategy will deliver greater value."
Majority question
The group also took odds with CF's claim that its candidates were voted on at Friday's showdown by a "substantial margin".
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Share and bid values, as of closing prices (change on the day)
Agrium: $56.72 (-1.1%). Values its bid for CF Industries at $101.72 per CF share
CF: $83.04, (+0.3%). Values its bid for Terra at $40.59 per Terra share
Terra: $39.63, (-1.1%) |
Excluding the votes afforded to CF by its 7% stake in Terra, the margin was of a "very narrow" 2%, "underscoring the absence of any mandate for CF's inadequate proposal".
However, CF said it was "clear" that Terra investors wanted a deal, adding that its latest approach, including the go-shop clause, offered a way for the nitrogen group to maximise value.
Stephen Wilson, the CF chief executive, said: "We have proposed a process through which Terra and CF Industries could negotiate the terms of a transaction, while preserving Terra's ability to seek higher offers."
Separately, Canadian fertilizer group Agrium, which has bid for CF, said it would continue to pursue its deal.
The official results of Friday's shareholder vote are expected to be released in about two weeks, to allow time for checking by independent pollsters, after which the CF nominees will be able to take their positions.
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