CF Industries increases cash portion of Terra bid to $36.75 per share

By Lisa Kerner

Charlotte, N.C., Dec. 7 - Terra Industries Inc. said its board of directors will consider later this week a revised proposal from CF Industries Holdings, Inc. to acquire Terra for $36.75 per share in cash plus 0.1034 of a share of CF common stock per Terra share.

The cash amount includes Terra's previously declared $7.50-per-share special cash dividend to be paid to Terra shareholders on Dec. 11, according to a CF Industries news release.

CF Industries said its offer is valued at $45.91 based on the closing price of its stock on Friday.

In a letter to Terra, CF Industries said its offer is not subject to financing and all antitrust regulatory conditions required to close the transaction have been satisfied.

CF Industries included in its latest offer a go-shop period and a break-up fee of $1.00 per Terra share plus expense reimbursement, the release said.

Terra recently rejected a proposed merger agreement from CF Industries that contained the same economic terms as its Nov. 1 proposal - $32.00 in cash plus 0.1034 of a CF Industries share for each Terra share - plus a 30-day go-shop provision subject to a break-up fee and expense reimbursement.

Terra, as previously noted, has rejected each proposal received from CF Industries since January 2009.

Last week, CF Industries announced it extended the $2.5 billion of financing commitments for the acquisition of Terra to Dec. 31.

According to a CF Industries news release, the company does not have the right to extend the financing beyond Dec. 31 unless a merger agreement with Terra is signed by that date.

In November, all three of CF Industries' nominees were elected to Terra's board of directors at Terra's special meeting of shareholders.

Agrium wants CF Industries

Agrium, Inc.'s tender offer for CF Industries ends Dec. 18.

CF Industries shareholders will receive $45.00 plus one Agrium share for each CF Industries share tendered in the offer, it was previously reported.

The Calgary, Alta., fertilizer company's offer had been rejected by CF Industries in favor of its pursuing a deal with Terra.

Terra is 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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