Investigation on behalf of Investors of CF Industries Holdings (NYSE: CF) over possible breaches of fiduciary duty and other violations of state law by the board of directors of CF Industries Holdings, Inc.


On Wednesday, the Canadian fertilizer producer Agrium Inc offered to buy U.S. rival CF Industries (NYSE:CF ) for $3.6 billion offering one Agrium common share and $31.70 in cash for each CF Industries share. The offer represents a premium of 30 percent over CF's closing price on February 24, 2009, and a premium of 42 percent over the 30-day volume-weighted average share price of CF, but CF Industries shares were trading at over $160 in June, over $150 in August 2008 and over $120 in September 2008. Subsequently an investigation by a law firm on behalf of current investors in CF Industries Holdings, Inc (NYSE: CF) over possible breaches of fiduciary duty and other violations of state law by the board of directors of CF Industries Holdings, Inc. (NYSE: CF) arising out of their failure to fully explore and seek out a transaction with Agrium, Inc., which would have the desired effect of maximizing shareholder value was announced.

Agrium Inc. said it has submitted a proposal to CF's board of directors, offering $72 in cash and stock for each share. CF stakeholders would receive one Agrium common share and $31.70 in cash for each share. The offer by Agrium Inc is conditional on CF Industries dropping its hostile offer for U.S.-based fertilizer producer Terra Industries, which Terra has rejected. Agrium said its offer is not subject to financing conditions. The company said it has sufficient cash resources and committed financing underwritten by Royal Bank of Canada Bank of Nova Scotia to fund the cash portion of the proposal for about $1.4 billion.

CF Industries said in a press release that its board of directors will evaluate the proposal in the context of CF Industries strategic plans to create shareholder value, including its offer to acquire Terra Industries Inc.

Agrium Inc.s proposal comes two days after CF Industries took its all-stock takeover offer directly to Sioux City, Iowa-based Terras shareholders.
CF Industries Holdings, Inc, (CF Holdings) is a manufacturer and distributor of nitrogen and phosphate fertilizer products in North AmericaCF shares were up 14.4 percent at $63.60 on the New York Stock Exchange. Agrium shares were down 7.3 percent at C$46.75 on the Toronto Stock Exchange.

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