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Published on 11/17/2009 in the Prospect News Special Situations Daily.

CF Industries pushes Terra shareholders to support its slate Friday

By Lisa Kerner

Charlotte, N.C., Nov. 17 - CF Industries Holdings, Inc. continued to push Terra Industries Inc. shareholders to support the election of CF Industries' director nominees at Terra's annual meeting on Friday.

In a letter to Terra shareholders, CF Industries said if its nominees are not elected to Terra's board, "there will be nothing to compel the Terra board to engage in good faith negotiations with us."

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

CF Industries reminded Terra shareholders that RiskMetrics Group/ISS recommended that they elect the CF Industries nominees.

Agrium offer on table

In the meantime, CF Industries is fighting a takeover battle of its own.

Agrium Inc. made its "best and final" offer of $45 plus one share of Agrium for each of CF Industries' outstanding shares.

The offer ends at midnight ET on Wednesday.

CF Industries previously announced that it had rejected the Calgary, Alta., fertilizer company's offer in favor of pursuing a deal with Terra.

Agrium announced on Monday that RiskMetrics Group recommended that CF Industries shareholders tender their shares in the offer.

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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