Terra Industries' board seeks shareholder support for Nov. 20 election

By Lisa Kerner

Charlotte, N.C., Oct. 13 - The board of directors of Terra Industries Inc. unanimously recommended that shareholders re-elect company directors Martha O. Hesse, Dennis McGlone and chairman Henry R. Slack at the annual meeting on Nov. 20.

Terra filed definitive proxy materials with the Securities and Exchange Commission in connection with the meeting.

The record date for the meeting is Oct. 9, according to a Terra news release.

"We believe that Terra's strategic plan, financial resources and market conditions provide compelling opportunities for continued growth," Terra president and chief executive officer Michael L. Bennett said in a letter to shareholders on Tuesday.

Bennett said the company plans to return approximately $750 million in cash to shareholders through a special cash dividend of $7.50 per share.

CF Industries Holdings, Inc. also nominated three candidates for election to Terra's board.

According to Bennett, CF Industries has made five separate proposals to acquire Terra over the last nine months.

None of the proposals showed "any material improvement over the initial unsolicited offer that CF made on Jan. 15," the letter said.

Bennett called CF Industries' proposal "opportunistic" and said Agrium Inc.'s pending offer for CF "creates significant uncertainty for Terra shareholders."

Terra recently rejected CF Industries' most recent 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.

Agrium, a Calgary, Alta., fertilizer company, began an unsolicited exchange offer in March for CF Industries after CF 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.

As previously reported, 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.

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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