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Terra turns down latest unsolicited offer from CF Industries
By Lisa Kerner
Charlotte, N.C., Oct. 1 - Terra Industries Inc. said its board of directors rejected CF Industries Holdings, Inc.'s most recent unsolicited proposal to acquire the company.
On Monday, CF Industries proposed acquiring Terra for 0.465 of a share of CF Industries for each share of Terra.
As previously reported, the latest proposal did not include a break-up fee and was subject to adjustment once Terra declares its planned $7.50-per-share dividend.
"Over the last nine months, our board has reviewed five proposals from CF - and each time the board has unanimously determined that a combination of our companies lacks compelling industrial logic and runs counter to Terra's strategic objectives," Terra president and chief executive officer Michael Bennett said in a company news release.
According to Terra, none of CF Industries' proposals "have shown any material improvement" over the initial unsolicited offer made by CF Industries in January 2009.
In addition, Terra's board believes that Agrium Inc.'s bid for CF Industries "creates significant uncertainty as to whether a transaction would in fact occur."
Agrium, a Calgary, Alta., fertilizer company, began an unsolicited exchange offer in March after CF Industries rejected Agrium's offer to acquire the company in favor of pursuing a deal with Terra.
Agrium extended its tender offer for CF Industries to midnight ET on Oct. 22 from Sept. 22. CF Industries stockholders had tendered approximately 11.2 million shares as of Sept. 18, up from 10.5 million shares as of Aug. 14, according to an Agrium news release.
In exchange for each CF Industries share, shareholders will receive $40.00 in cash plus one Agrium share.
CF Industries terminated its exchange offer for Terra, a Sioux City, Iowa, nitrogen products company, in August.
Deerfield, Ill.-based CF Industries Holdings is the holding company for CF Industries, Inc., a producer and distributor of nitrogen and phosphate fertilizer products.
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