CF Industries seeks support of Terra shareholders for its nominees

By Lisa Kerner

Charlotte, N.C., Oct. 14 - CF Industries Holdings, Inc. asked Terra Industries Inc.'s shareholders to elect CF Industries' three director nominees to Terra's board on Nov. 20.

In a letter to Terra shareholders, CF Industries said by voting for John N. Lilly, David A. Wilson and Irving B. Yoskowitz, shareholders will show support for CF Industries' proposed business combination with Terra.

CF Industries said its proposal "offers Terra stockholders a substantial premium and the opportunity to participate in a compelling combination."

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.

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

Terra 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.

According to Terra, CF Industries has made five separate proposals to acquire Terra over the last nine months, none of which showed "any material improvement" over the initial unsolicited offer made by CF Industries on Jan. 15, 2009.

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

Agrium wants CF Industries

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.

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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