(adds vote tally, other details)
DOW JONES NEWSWIRES
Three CF Industries Holdings Inc. (CF) directors up for
re-election were backed at the company's annual board meeting,
signaling an endorsement of the fertilizer company's direction
during an ongoing three-way battle in the sector.
The jockeying for position comes as fertilizer producers look to
take advantage of the drop in sector stock prices since last summer
to buy up production capacity ahead of an expected rebound in
prices.
On Tuesday, CF Chief Executive Stephen Wilson also reiterated
his commitment to acquiring rival Terra Industries Inc. (TRA) and
the company's effort to rebuff Agrium Inc.'s (AGU) takeover
bid.
On top of its effort to sweeten its $3.07 billion bid for Terra,
CF has been on the defensive as rival Agrium last month boosted the
cash portion of its $3.6 billion offer for CF. Agrium has been
actively looking to build shareholder backing for the takeover
while CF has continually urged that holders reject Agrium's bid,
saying the deal was "grossly inadequate."
Agrium, the largest of the three companies by revenue, had urged
CF shareholders to withhold their votes on the election of
directors and tender their shares to Agrium's exchange offer "to
send a clear message to the CF board." Agrium launched an exchange
offer to CF shareholders last month, which is set to expire May
19.
The three board members up for re-election at CF were Stephen A.
Furbacher, a former president and chief operating officer at Dynegy
Inc. (DYN); David R. Harvey, chairman at Sigma-Aldrich Corp.
(SIAL); and John D. Johnson, president and chief executive at CHS
Inc. (CHSCP).
Furbacher and Harvey received more than 80% of the shareholder
vote, according to a preliminary count by CF. Johnson got more than
75% of the vote.
After the vote Tuesday, Agrium put out a press release
portraying the level of withhold votes as a vote of confidence for
Agrium's bid for CF.
"We believe the significant percentage of votes withheld for the
three CF directors sends a message to CF's board that CF
stockholders want them to engage with Agrium," said Mike Wilson,
Agrium's president and chief executive.
CF was quick to point out that "the number of withhold votes is
not significantly different from last year's" annual meeting,
according to a company release. A CF spokeswoman noted that a proxy
firm had recommended a vote against Johnson because he is also a
big customer of CF and therefore poses what that firm believes to
be a potential conflict of interest. Also she said that Agrium owns
nearly 3% of CF's shares.
CF's shares were up 1.5% to $68.33 in recent trading, as
Agrium's shares rose 0.9% to $39.35. Terra's shares rose 0.4% to
$27.32.
-By John Kell, Dow Jones Newswires, 201-938-5285,
john.kell@dowjones.com
(Lauren Etter of The Wall Street Journal contributed to this
report.)