DOW JONES NEWSWIRES 
 

Agrium Inc. (AGU) filed its proxy statement Monday with the Securities and Exchange commission and said it will send a letter to rival fertilizer maker CF Industries Inc.'s (CF) shareholders, urging them to withhold votes for CF's three board nominees.

The proxy statement is the latest move in a three-way battle involving Agrium, CF and Terra Industries Inc. (TRA) to increase their market share.

CF Industries last week again recommended its shareholders reject an increased hostile bid from Agrium, still saying the deal was "grossly inadequate." Agrium had boosted the cash portion of its offer by 10% two weeks ago as it looked to build shareholder backing for the takeover.

Agrium, which launched an exchange offer to CF's shareholders two weeks ago, had said it would wage a proxy effort ahead of CF's annual meeting this month.

The struggle 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.

Agrium said Monday it would ask CF shareholders to withhold votes for the three director nominees CF has up for election at the April 21 meeting.

Agrium boosted the cash portion of its offer last month to $35 a share from $31.70. The stock portion of one share of Agrium for one share of CF remains the same. The offer values CF at $74.90 a share, which Agrium said was a 35% premium to CF's closing price the day before the offer was made.

In the letter to CF shareholders, Agrium said that shareholders withholding their vote for the CF nominees won't guarantee an Agrium-CF deal, but would send a message to the company that it should negotiate.

Agrium's shares closed Friday at $39.21, while CF's closed at $74.54. Neither has traded premarket.

 
   -BY Kerry E. Grace, Dow Jones Newswires; 201-938-5089; kerry,grace@dowjones.com 
 

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