CF Industries and Agrium Trade More Shots

CF Industries dismissed the results of a tender offer by Agrium, a rival fertilizer maker, saying Thursday that the 63 percent of its shares tendered to Agrium did not reflect stockholder support for the terms of the offer.

Agrium quickly shot back, noting that its “best and final offer” for the company — in which CF shareholders would receive $45 in cash and one common share of Agrium for each CF share — was clearly superior to CF Industries’ desire to stay independent and take over Terra Industries, another fertilizer maker.

“CF quickly dismissed what we consider to be a compelling majority, so we don’t understand why they say their stockholders don’t support the deal,” Mike Wilson, Agrium’s chief executive, told DealBook on Thursday afternoon. “Hopefully, once they have a chance to reflect on it, they will realize that shareholders do want to do this deal.”

This is the second time that Agrium made a tender offer for CF Industries. In June, the company received the same percentage of support. CF argues that Agrium’s revised tender offer has failed to increase investor interest, but the bid has failed to convince management that a merger is in the best interest of the company.

“Agrium did not get any further support even though it increased its offer,” a CF spokeswoman told DealBook. “So this is a very tepid response.”

CF Industries has a poison pill, which would preclude Agrium from calling a special meeting and forcing the issue, meaning that CF’s management must agree if the two companies are ever to be joined.

But Mr. Wilson is hopeful that CF’s management will acquiesce in the end.

“The CF board, I am assuming, is pragmatic and Steve Wilson is a very reasonable person,” Mr. Wilson said, referring to CF’s chief executive. “Give them time to reflect on this and they will sit down with us to have a conversation.”

Mr. Wilson noted that Agrium had reached out to CF executives and planned to speak with them about the situation.

Meanwhile, CF may be holding out for the results of its own unsolicited takeover attempt. On Friday, Terra’s shareholders will vote on three board members proposed by CF Industries as part of its takeover efforts. If successful, the extra votes could help sway management to agree to CF’s offer — its seventh such offer this year.