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Published on 10/27/2009 in the Prospect News Special Situations Daily.

CF Industries continues to pressure Terra shareholders for support

By Lisa Kerner

Charlotte, N.C., Oct. 27 - CF Industries Holdings, Inc. urged Terra Industries Inc. stockholders to vote for CF Industries' three director nominees at Terra's annual meeting on Nov. 20.

The company made a similar plea in a letter to Terra shareholders approximately two weeks ago.

"We believe that the election of these nominees is the best way to deliver superior value to you through our proposed business combination with Terra," CF Industries said in a letter to Terra shareholders on Tuesday.

Terra recently rejected CF Industries' unsolicited proposal to acquire the company for 0.465 of a share of CF Industries for each share of Terra.

CF Industries terminated its exchange offer for Terra, a Sioux City, Iowa, nitrogen products company, in August.

As previously reported, the shareholder's nominees are John N. Lilly, David A. Wilson and Irving B. Yoskowitz.

Lilly is president of John Lilly Strategic Insights, LLC and former chief executive officer of Pillsbury Co.

Wilson is president and CEO of the Graduate Management Admission Council.

Yoskowitz is senior counsel at Dickstein Shapiro LLP and former executive vice president and general counsel of Constellation Energy Group, Inc., the parent company of Baltimore Gas & Electric Co.

Terra's board of directors has unanimously recommended that shareholders re-elect company directors Martha O. Hesse, Dennis McGlone and chairman Henry R. Slack.

Agrium Inc., a Calgary, Alta., fertilizer company, began an unsolicited exchange offer in March 2009 for CF Industries after CF Industries rejected its offer in favor of pursuing a deal with Terra.

In exchange for each CF Industries share, shareholders will receive $40.00 in cash plus one Agrium share.

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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