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Published on 8/6/2009 in the Prospect News Special Situations Daily.

CF Industries, Terra Industries combination clears HSR waiting period

By Lisa Kerner

Charlotte, N.C., Aug. 6 - The Hart-Scott-Rodino waiting period in the proposed business combination of CF Industries Holdings, Inc. and Terra Industries Inc. has expired, CF Industries announced on Thursday.

On Wednesday, Terra said its board of directors will consider CF Industries' increased proposal to acquire Terra at a fixed exchange ratio of 0.465 shares of CF Industries for each Terra common share.

"We look forward to Terra agreeing to this business combination which is clearly in the best interests of both CF Industries and Terra stockholders," CF Industries chairman, president and chief executive officer Stephen R. Wilson said in a company news release.

According to CF Industries, completion of the proposed business combination remains subject to the negotiation of a definitive merger agreement, stockholder approval and the satisfaction of customary closing conditions.

Terra, a Sioux City, Iowa, nitrogen products company, rejected CF Industries' prior unsolicited offers.

CF Industries' exchange offer for Terra shares ends at 5 p.m. ET on Aug. 21.

Agrium Inc. said on Wednesday it remains committed to its acquisition of CF Industries and is prepared to increase its offer for the company.

Currently, in exchange for each CF Industries share, shareholders will receive $40 in cash plus one Agrium share.

As previously reported, Agrium extended its tender offer for CF Industries to midnight ET on Aug. 19 from July 22.

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

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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