Terra asks shareholders to reject CF Industries' director nominees

By Lisa Kerner

Charlotte, N.C., Nov. 18 - Terra Industries Inc. asked its shareholders not to vote for the three director nominees put forth by CF Industries Holdings, Inc. at Terra's annual meeting on Friday.

Instead, Terra urged shareholders to re-elect its three independent directors, Martha O. Hesse, Dennis McGlone and chairman Henry R. Slack, by using the white proxy card.

"Do not let CF take control of Terra without paying full and fair value," Slack and president and chief executive officer Michael L. Bennett said in a letter to shareholders on Wednesday.

According to Slack and Bennett, CF Industries has had 10 months to "put a compelling offer on the table."

"CF's latest proposal of $32.00 in cash (including Terra's $7.50 per share special cash dividend) and 0.1034 shares of CF stock is simply a low or no premium offer and in our opinion financially inadequate by any reasonable measure," the letter said.

CF Industries sent its own letter to Terra shareholders on Tuesday, seeking their support for its nominees.

In its letter, 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.

CF Industries is fighting a takeover battle of its own.

Agrium Inc.'s "best and final" offer of $45.00 plus one share of Agrium for each of CF Industries' outstanding shares was set to end Wednesday.

CF Industries previously announced that it had rejected the Calgary, Alta., fertilizer company's 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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