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Published on 9/28/2009 in the Prospect News Special Situations Daily.

CF Industries buys shares in quest to acquire Terra Industries

By Lisa Kerner

Charlotte, N.C., Sept. 28 - CF Industries Holdings, Inc. said it has acquired 6,985,048 shares, or approximately 7%, of Terra Industries Inc.'s stock for $247 million in the open market over the past two weeks.

As previously reported, CF Industries terminated its exchange offer for Terra in August.

CF Industries also announced it sent a merger agreement to Terra Industries detailing the terms of its proposed business combination.

Under the merger agreement, the exchange ratio would be 0.465 of a share of CF Industries for each share of Terra, subject to adjustment once Terra declares its planned $7.50-per-share dividend.

The agreement does not include a break-up fee and requires that shareholders of both companies approve the deal.

Terra, a Sioux City, Iowa, nitrogen products company, previously rejected CF Industries' unsolicited offer. On Monday, the company said its board will review the revised agreement with the assistance of Credit Suisse Securities (USA) LLC.

On March 16, 2009, Agrium Inc., a Calgary, Alta., fertilizer company, began an unsolicited exchange offer after CF Industries rejected Agrium's offer to acquire the company in favor of pursuing a deal with Terra.

Last week, 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 5 p.m. ET on Sept. 18, up from 10.5 million shares as of 5 p.m. ET on Aug. 14, according to an Agrium news release.

In exchange for each CF Industries share, shareholders will receive $40.00 in cash plus one Agrium share.

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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