Terra opposes RiskMetrics' recommendation of CF Industries' nominees

By Lisa Kerner

Charlotte, N.C., Nov. 16 - Terra Industries Inc. reacted to the recommendation from RiskMetrics Group/ISS that Terra shareholders vote to elect CF Industries Holdings, Inc.'s three nominees to Terra's board at the annual meeting on Friday.

According to a Terra news release, RiskMetrics' report, issued last week, "employs convoluted and contradictory reasoning to reach a fundamentally flawed conclusion."

RiskMetrics made its recommendation despite conceding that CF Industries' proposal to acquire Terra is inadequate, said Terra.

Terra believes "the most recent of CF's six unsolicited proposals continues to significantly undervalue Terra's robust near-term and long-term prospects and is inadequate, opportunistic and not in the best interests of Terra shareholders."

As previously reported, Terra rejected CF Industries' purchase offer of $32 per share in cash and 0.1034 of a share of CF Industries common stock for each share of Terra common stock held.

Last week, Agrium Inc. told CF Industries shareholders that its last offer - recently rejected by CF Industries' board - was Agrium's best and final offer for the company.

Agrium said it is offering $45 in cash and one common share of Agrium for each CF Industries share, or total consideration of approximately $4.9 billion.

In March 2009, Agrium, a Calgary, Alta., fertilizer company, began its unsolicited exchange offer for CF Industries after CF Industries rejected its 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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