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CF Industries sweetens deal, adds cash component to offer for Terra
By Lisa Kerner
Charlotte, N.C., Nov. 2 - Terra Industries Inc. said it will consider a revised offer from CF Industries Holdings, Inc. to acquire the company for $32.00 in cash plus 0.1034 of a share of CF Industries common stock for each Terra share.
The cash offer includes the $7.50-per-share special dividend declared by Terra, according to a CF Industries news release.
CF Industries said the offer is valued at $40.61 per share based on the closing price of its stock on Friday.
Terra, a Sioux City, Iowa, nitrogen products company, rejected CF Industries' Sept. 28 unsolicited proposal to acquire the company for 0.465 of a share of CF Industries for each share of Terra.
Morgan Stanley has committed $2.5 billion to provide the funds required for the proposed transaction, said CF Industries.
According to CF Industries, its financing commitment will expire unless a merger agreement is reached by Nov. 30 or the commitment is extended until Dec. 31.
"The substantial cash in our offer makes the combination far more accretive for CF Industries stockholders, while providing certainty on value and closing for Terra stockholders," CF Industries chairman, president and chief executive officer Stephen R. Wilson said in a news release.
As previously reported, CF Industries urged Terra stockholders to vote for CF Industries' three director nominees at Terra's annual meeting on Nov. 20 as part of its bid to acquire the company.
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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