CF Industries takes Terra to court, wants annual meeting held soon

By Lisa Kerner

Charlotte, N.C., Aug. 31 - CF Industries Holdings, Inc. said it began legal proceedings in Maryland to compel Terra Industries Inc. to hold its annual meeting "promptly."

According to CF Industries, Terra's last annual meeting was held about 16 months ago.

The company also announced that its exchange offer for Terra's shares expired on Monday and is not being extended.

CF Industries offered to acquire Terra for a fixed exchange ratio of 0.465 shares of CF Industries for each Terra common share.

"Terra's annual meeting has always been the key event for CF Industries to advance its proposal for a business combination, and we are confident Terra stockholders will show their support," CF Industries chairman, president and chief executive officer Stephen R. Wilson said in a company news release.

"Given that the Terra board has rejected our proposal and the exchange offer could not be consummated without Terra board approval, we do not see any purpose in continuing to extend the exchange offer," Wilson said.

As previously reported, Agrium Inc., a Calgary, Alta., fertilizer company, extended its tender offer for CF Industries to midnight ET on Sept. 22 from Aug. 19.

In exchange for each CF Industries share, shareholders will receive $40 in cash plus one Agrium share.

CF Industries rejected Agrium's offer in favor of pursuing a deal with Terra, a Sioux City, Iowa, nitrogen products company.

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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