CF Industries asks Terra shareholders to elect its director nominees

By Lisa Kerner

Charlotte, N.C., Nov. 9 - CF Industries Holdings, Inc. chairman, president and chief executive officer Stephen R. Wilson reached out to Terra Industries Inc. stockholders, urging them to vote for CF Industries' three director nominees at Terra's annual meeting on Nov. 20.

Wilson, in a letter to Terra stockholders, said his company's enhanced offer gives them $32.00 per share in cash and 0.1034 of a share of CF Industries common stock for each share of Terra common stock they own and that the offer includes the $7.50-per-share special cash dividend declared by Terra.

The value of the offer is now more than $40.00 per Terra share, said Wilson.

Terra's board of directors rejected the offer and other prior offers from CF Industries.

"Our offer represents very attractive multiples of 7.1 times trailing 12-months EBITDA and 6.7 times analysts' consensus estimate of next year's EBITDA," Wilson said in the letter.

"If our nominees fail to get elected at the upcoming election, we have no doubt that there will be a significant decline in the value of your Terra shares."

Agrium wants CF Industries

Last week, Agrium Inc. upped its offer for CF Industries by 12.5%, or $5.00 in cash, to $45.00 in cash plus one common share of Agrium for each CF Industries share and extended its exchange offer to midnight ET on Nov. 18 from Nov. 13.

CF Industries' board turned down the offer.

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