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Published on 11/20/2009 in the Prospect News Special Situations Daily.

Terra disappointed that shareholders elected CF Industries' nominees

By Lisa Kerner

Charlotte, N.C., Nov. 20 - CF Industries Holdings, Inc. said all three of its nominees were elected to Terra Industries Inc.'s board of directors at Terra's special meeting on Friday.

John N. Lilly, David A. Wilson and Irving B. Yoskowitz were all elected "by a substantial margin," according to a CF Industries news release.

Terra said in a statement it was disappointed with the results.

According to Terra, its shareholders noted that "current trends in the fertilizer market could provide potential consolidation opportunities for many market participants."

Terra, a Sioux City, Iowa, nitrogen products company, 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.

"Terra's board, as always, will continue to maintain an open-minded approach to considering any bona fide opportunity to create meaningful value for Terra shareholders," a Terra news release said.

But CF said the result indicated the companies should combine.

"We are pleased that Terra stockholders have voiced their support for CF Industries' proposed acquisition of Terra by voting for all three of our director nominees," said Stephen R. Wilson, chairman, president and chief executive officer of CF Industries, in a news release. "It is time to move forward and put these two great companies together."

As previously reported, Agrium Inc. said that CF Industries stockholders tendered approximately 30 million shares, or 62%, of the company's total outstanding shares in Agrium's $45-per-share tender offer. The offer was extended to midnight ET on Dec. 18.

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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