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Published on 12/14/2009 in the Prospect News Special Situations Daily.

Terra Industries says no thanks to revised offer from CF Industries

By Lisa Kerner

Charlotte, N.C., Dec. 14 - Terra Industries Inc.'s board of directors unanimously rejected CF Industries Holdings, Inc.'s latest offer to acquire the company for $29.25 per share in cash plus 0.1034 of a share of CF common stock per Terra share.

According to a Terra news release, the offer "continues to substantially undervalue Terra."

Terra's board said CF Industries' offer does not reflect the "brighter near- and long-term prospects" of the fertilizer sector.

Last week, CF Industries announced it revised its offer for Terra to $36.75 per share in cash plus 0.1034 of a share of CF common stock per Terra share for a total value of $45.91 per share. The cash amount includes Terra's previously declared $7.50-per-share special cash dividend, which was to be paid to Terra shareholders on Dec. 11.

CF Industries said its offer is not subject to financing and includes a go-shop period and a break-up fee of $1.00 per Terra share plus expense reimbursement.

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

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

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

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

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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