Fertilizer maker Terra Industries rejected another bid from CF Industries Inc on Sunday. But tucked into that rejection was another piece of news that some might have missed — Terra has reappointed the three directors that shareholders voted down last week in favor of a slate of directors backed by CF. The Terra directors that lost out to the CF slate included Chairman Henry Slack.

“The board, by unanimous vote of the directors whose terms do not expire this year, has taken steps to expand to eleven members, to be effective at that time, so that Terra’s three highly-qualified and experienced independent directors, Martha O. Hesse, Dennis McGlone and Henry R. Slack, will continue to serve on the board,” Terra wrote near the bottom of its Sunday night statement. “The board believes that Terra’s shareholders will benefit the most by combining this experience with the new perspective of the three additions to the board.”

The move — although possibly dilutive to shareholder democracy – was not necessarily unexpected.

CF Industries CEO Steve WIlson sent a letter to Terra shareholders earlier this month saying that Terra, a Maryland company, could reappoint the directors under the state’s laws.

“If the Terra board decided to take such action in the exercise of its fiduciary duties (without disenfranchising stockholders through increasing the size of the board beyond what would result from reappointing those directors), we would not be in a position to object,” Wilson wrote in the letter.

The three-way fertilizer fight between CF Industries, Terra and Agrium may be approaching its end game. Over the weekend, CF raised the cash portion of its hostile offer for smaller rival Terra. It said it was able to add more cash because of strength in stock and debt markets.

CF is itself fending off a hostile takeover bid from Agrium. Last month, possibly throwing a monkey wrench into CF’s bid for Terra, Agrium said it would sell part of a nitrogen fertilizer facility to Terra to overcome regulatory issues related to its hostile takeover bid for CF.

In its latest move, CF is offering $32 in cash — including a $7.50 special dividend that Terra plans to pay — and 0.1034 of a share of CF common stock for each Terra share. That would amount to $40.61 per share based on CF’s Friday closing price and represents a 28 percent premium to Terra’s Friday closing price, the company said in a statement. It is about 5 percent higher than CF’s previous stock bid of 0.465 CF shares for every Terra share.

But perhaps more importantly, the new bid would not require approval from CF shareholders as it is now mostly cash. Terra had said CF would not be able to get its all-stock offer approved by CF shareholders. Cutting them out of the process is always a good way to help move a deal along.

In an interview with Reuters today, Agrium CEO Mike Wilson described a phone conversation he had with CF Industries CEO Steve Wilson after 62 percent of CF’s shareholders tendered their shares into Agrium’s hostile bid in June. CF declined to comment on Mike Wilson’s account, which follows:

“The only discussion was a brief phone call from Steve Wilson saying, ‘My shareholders have asked me to engage, so I am phoning you. What do you want Mike?’”

“I said, ‘I would like to meet with you, Steve, and talk about valuation.’ And he said, ‘I don’t want to meet with you, there is no reason to meet.’”

“My response was: ‘62 percent of your shareholders feel differently.’ And he said, ‘As far as we are concerned, there is no need to meet. So this phone call is what we consider engagement.”

CF raised its hostile bid for competitor Terra Industries on Wednesday, but several of CF’s shareholders took issue with the Terra bid on a CF conference call.

(Reporting by Euan Rocha in Toronto)

‘Tis the season for unbridgeable gaps.

NRG Energy rejected Exelon’s sweetened (and hostile) bid on Wednesday, saying the $6.9 billion offer was still too low.   

Exelon raised its all-stock offer for NRG by more than 12 percent last week, but investors have not been swayed by the increased price. NRG shares have lost more than 15 percent of their value since Exelon bumped up its bid.   

Exelon has said its increased bid of 0.545 of its shares for every NRG share is its best and final offer. 
Still, NRG called the revised Exelon bid a step in the right direction.  “If you would properly recognize the value created by NRG itself, you would be able to increase your current 0.545 offer by a substantial amount,” NRG wrote in its letter.   

Next stop on this long road: NRG’s annual meeting on July 21. Exelon has nominated a slate of directors to stand for election; shareholders will vote.

The two companies are part of a long list of running hostiles, including Broadcom/Emulex, Agirum/CF/Terra, Xstrata/Anglo American, Validus/IPC and EMC/Data Domain. Some of those offers are “unsolicited” and not “hostile” yet. But let’s face it — a bid that is unsolicited and perceived to be undervalued might not be “hostile,” but it isn’t considered particularly friendly.

Expect more unfriendly approaches as depressed stock prices and lack of long-term visibility continue to create wide - and often unbridegable - gaps between buyers and sellers.

Hostile deals - and there are a few going on - have one unintended consequence: too many press releases.

Every side feels compelled to correct a rival’s spin as things heat up, which means almost every press statement has an equal and opposite reaction.

In Bermuda, a three-way battle between IPC, Validus and Max Capital flooded the wires for weeks with innumerable press releases, as each side tried to make a case for why their deal was better. (Shareholders voted down an IPC-Max deal, but the fight is not over yet.)

Sometimes the new point is, well, a rather fine point.

Consider this statement put out by Agrium, which is battling to take over rival CF.

Mike Wilson, Agrium’s CEO:
“Following a successful stockholder referendum on Agrium’s offer and after we reached out to CF and its advisors, CF’s Chairman and CEO Steve Wilson told me that CF would not meet with Agrium. Contradicting recent public comments that CF is prepared to engage, he stated to me that ‘there is no reason to meet because nothing has changed.’ Steve Wilson said he called since stockholders wanted him to engage with Agrium. I do not consider returning my phone calls to say that CF refuses to meet to be engagement and I don’t think CF stockholders will either.”

This time, though, CF did not rush out its own statement to address the allegation by Agrium’s Wilson that CF’s Wilson was contradicting his recent public comments.

CF spokesman Charles Nekvasil, when reached by phone, said the company did not “wish to engage in duelling press releases or press statements.”

And then he added: “Our position is that — as we spelled out last week when our CEO did an interview — nothing has changed from the perspective of the Agrium offer. We have indicated that given that situation we are willing to listen but nothing new is on the table.”

“Be kind in your article. I read this morning I wasn’t going to get the deal across,” said Agrium CEO Mike Wilson, referring to an article in Canada’s Globe and Mail about his company’s hostile bid for rival fertilizer maker CF Industries. “What the hell is that?”

Speaking on the sidelines of a BMO Capital Management agriculture, protein & fertilizer conference,  Wilson said he was frustrated by CF’s unwillingness to discuss his company’s bid, but “frustration won’t make us go away.”

Agrium bumped its cash-and-stock bid for CF to around $85 a share on Monday, increasing its previous bid more than 6 percent.

“At $85, I can’t believe (CF CEO Steve WIlson is) not going to come to us and say let’s talk,” Agrium’s Wilson said. “I’d be amazed.”

Fertilizer maker CF Industries released the latest in a series of letters to its shareholders on Wednesday in an attempt to defend against a hostile takeover attempt from Agrium.

CF, which is also working on its own hostile offer for rival Terra Industries, listed in the letter the reasons why its shareholders should support its slate of directors at CF’s annual meeting next week, instead of witholding their support as Agrium would like.

CF suggested that Agrium is not serious in its offer, but is instead trying to scuttle CF’s bid for Terra. One of their reasons could be called the “Jewish mother defense”: Agrium hasn’t called or written in ages.

“The fact is that Agrium and its financial advisors have not contacted or attempted to contact CF Industries in well over a month,” CF Chief Executive Stephen Wilson wrote in the letter. “The CEO of Agrium called on March 6, 2009, to ask if we needed additional information and he has not called since then.”

CF’s annual meeting is set for next week.