CF Industries Holdings Inc.
Lead Plaintiff Deadline: Apr 28, 2009 + Deadline passed
Summary of Case:
A securities class action has been filed against CF Industries Holdings, Inc. (Ticker: CF) ("CF Holdings" or the "Company") on behalf of holders of CF common stock.
The complaint alleges that Defendants breached their fiduciary duties arising out of Agrium, Inc.'s ("Agrium") proposed acquisition of CF Holdings for approximately $3.6 billion (the "Proposed Transaction"). Specifically, the defendants have breached their fiduciary duties in seeking to maintain their lucrative positions on the Company Board of Directors ("Board") at all costs even to the detriment of shareholder value, and their failure to properly consider the Proposed Transaction, which is at a considerable premium and may maximize shareholder value.
The Proposed Transaction, which is not subject to a financing condition, purportedly represents a premium of 30 percent over CF Holding's closing price on February 24, 2009, and a premium of 42 percent over the 30-day volume-weighted average share price of CF Holdings.
On January 15, 2009, CF Holdings proposed to acquire all of the outstanding common shares of competitor, Terra Industries, Inc. ("Terra") for 0.4235 shares of CF Holdings per common share of Terra.
Agrium, however, has made clear that the Proposed Transaction is conditioned on CF Holdings dropping its hostile takeover offer for U.S. rival Terra.
If the Company is permitted to go forward with its proposed acquisition of Terra, CF Holdings and the Company's public shareholders will be precluded from considering the offer made by Agrium.
Now that Agrium has offered an ostensible significant premium for CF Holdings, the CF Holdings Board must exercise its fiduciary duty and consider it and any other potential offers.
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