CF Industries Holdings, Inc. Announces Agreement to Acquire Viterra’s Interests in Canadian Fertilizers Limited

07 Aug, 2012

Skadden is representing CF Industries Holdings, Inc., which announced this week that it has entered into a definitive agreement with Glencore International plc to acquire the interests in Canadian Fertilizers Limited (CFL) currently owned by Viterra, Inc. for total cash consideration of C$915 million, subject to certain adjustments.  CFL owns the largest nitrogen fertilizer complex in Canada, located in Medicine Hat, Alberta.  CF Industries is a global leader in fertilizer manufacturing and distribution, the second largest nitrogen fertilizer producer in the world and the third largest phosphate fertilizer producer among public companies.



“We are pleased to announce this agreement to acquire Viterra’s interests in CFL,” commented Stephen R. Wilson, chairman and chief executive officer, CF Industries Holdings, Inc. “This acquisition is a low-risk expansion of our nitrogen supply capability, as we have operated the complex for over 35 years. It will add approximately 425,000 gross tons of ammonia and 275,000 tons of urea per year to our nitrogen production capacity in a region with low natural gas costs. This transaction demonstrates our commitment to deploy capital effectively and efficiently.”


In March of 2012, Glencore announced the execution of a definitive agreement to acquire all of the outstanding shares of Viterra. Pursuant to the agreement betweenCF Industries and Glencore, the interests in CFL being acquired by CF Industriesconsist of 34% of CFL’s outstanding preferred and common stock and a product purchase agreement. As a result of the transaction and subject to the product purchase agreements with CFL, CF Industries will be entitled to purchase 100% of CFL’s ammonia and urea production.


The Medicine Hat complex has two ammonia plants with 1,250,000 tons of production capacity and a urea plant with 810,000 tons of production capacity. CFL’s results are currently included in CF Industries’ financial statements as a consolidated variable interest entity. The completion of the transaction is subject to the closing of Glencore’s acquisition of Viterra, receipt of regulatory approvals in Canada and other terms and conditions in the definitive purchase agreement.

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