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Fertilizer Wars: Let's Make a Deal

As CF Industries begins its tender offer for the shares of Terra Industries, Agrium has a chance to step in and raise the stakes once again.
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NEW YORK (TheStreet) -- As CF Industries' (CF) - Get CF Industries Holdings, Inc. Report begins its second-act tender offer for the shares of its sometime takeover target, Terra Industries (TRA) , investors and fertilizer soap-opera watchers are placing their bets on which deal(s) will eventually get done.



, after all, remains in pursuit of CF, and some industry observers believe that the Canadian agricultural products maker and retailer could, sometime this week, announce its own increased offer price for CF.

As of now, there are many permutations.....


the Norwegian crop-nutrient giant

Yara Industries

goes through with its plan to buy Terra for $41.10 a share in cash, an agreement inked by the companies two weeks ago. Meanwhile, CF and Agrium remain independent.


CF succeeds in scaring off the Norwegians and convinces Terra, after a year's worth of rejection, to come into its fold. A week ago,

CF reentered the fray

with a bid that amounted to nearly 15% more than Yara's purchase price. CF is now conducting its second tender offer for Terra's shares -- $37.15 cash plus about 1/10th of a CF share for each of Terra's 99.8 million common shares. The tender expires April 2. With CF's stock trading Monday afternoon at about $105, the deal is now worth just shy of $4.7 billion.

All of this comes, of course, after CF gave up on Terra in mid January, claiming the price had grown too dear, and

sold all of the stock it had acquired in the Sioux City, Iowa, nitrogen producer.

Terra management has told its stockholders to hang tight while its board "considers" CF's bid once more. This time, though, it must take CF much more seriously, since Terra is now officially on the market.

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Should Terra decide to proceed with CF, Yara contractually has five days to counter.

At least one Yara board member, however, says that his company is unlikely to raise. He told


on Friday that the offer on the table now is Yara's final one -- but as Chris Damas, a fertilizer-industry analyst for BCMI Research, a small Canadian trading and equity research firm, recently noted in an email to clients, that particular director is the labor union representative on Yara's board. As such, he may be trying to defend against any job cuts that would come from a Yara-Terra merger.

CF has argued that its proffered deal is superior to Yara's in more than simply the surface value of the two bids: CF has structured its proposed acquisition so that it doesn't require shareholder or regulatory approval. Thus, CF says, it can close a deal within 30 days. Not so Yara.


Agrium swoops in with a higher bid for CF and ends up buying the Deerfield, Ill., company, leaving Terra to dance with its Norwegian partner.

The market as of Monday isn't betting on this potentiality. The spread between CF's stock price ($105) and Agrium's bid (about $112.80) remains wide. (The Canadian company is offering one of its own shares -- trading recently at $67.80 -- plus $45 cash.)

The reasons why Agrium will likely hang back are well known. The company would need to obtain more financing from its banks (

RBC Capital Markets


Scotia Capital


Goldman Sachs

(GS) - Get Goldman Sachs Group, Inc. Report


It also faces a poison pill and the chance that CF will succeed in buying Terra after all (Agrium's offer, which expires March 22, is conditioned on CF giving up its pursuit of Terra; oh, the tangled webs).

Damas thinks Agrium would be well advised to go aggressive and make CF holders an offer it can't refuse. Better that than risk a CF-Terra combination, which Damas (who also trades in these stocks; he sold his position in Terra on Friday) believes would make for a "formidable" rival.


Everything breaks down and all parties end up alone.

-- Written by Scott Eden in New York


>>Fertilizer Wars Become a Foursome

>>Fertilizer War Over! CF Ends Pursuit of Terra

Scott Eden has covered business -- both large and small -- for more than a decade. Prior to joining, he worked as a features reporter for Dealmaker and Trader Monthly magazines. Before that, he wrote for the Chicago Reader, that city's weekly paper. Early in his career, he was a staff reporter at the Dow Jones News Service. His reporting has appeared in The Wall Street Journal, Men's Journal, the St. Petersburg (Fla.) Times, and the Believer magazine, among other publications. He's also the author of Touchdown Jesus (Simon & Schuster, 2005), a nonfiction book about Notre Dame football fans and the business and politics of big-time college sports. He has degrees from Notre Dame and Washington University in St. Louis.