Terra Industries urges shareholders to reject CF Industries' tender offer

By Lisa Kerner

Charlotte, N.C., March 5 - The board of directors of Terra Industries Inc. unanimously recommends that its shareholders reject CF Industries Holdings, Inc.'s unsolicited tender offer to acquire Terra.

Terra said CF Industries' offer of a fixed exchange ratio of 0.4235 CF Industries shares for each Terra share is not in shareholders' best interests and called the offer "opportunistic."

In addition, Terra believes that with Agrium Inc.'s offer to buy CF Industries on the table, CF Industries shareholders will not approve the acquisition of Terra.

As previously reported, Agrium wants to acquire all of the capital stock of CF Industries in a cash-and-stock deal valued at approximately $3.6 billion. Shareholders would receive one Agrium common share and $31.70 per CF Industries share for a total value of approximately $72.00 per CF Industries share.

Terra, a Sioux City, Iowa, nitrogen products company, also rejected CF Industries' unsolicited offer in January.

Agrium, a Calgary, Alta., fertilizer company, said its proposal is conditioned upon CF Industries' termination of its $2.1 billion exchange offer for Terra.

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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