DEERFIELD, Ill. -- CF Industries Holdings Inc. today announced that it has acquired approximately 7 percent of Terra Industries Inc. in the open market over the past two weeks.
CF Industries has purchased 6,985,048 shares at a cost of $247 million. CF Industries also announced that it has sent a Merger Agreement to Terra Industries detailing the terms of its proposed business combination. The proposed 0.465 exchange ratio represents a premium of more than 35 percent.
Under the Merger Agreement:
"Our proposal provides a very significant premium to Terra stockholders, which is above historical premiums for stock transactions," said Stephen R. Wilson, chairman, president and chief executive officer of CF Industries. "Terra stockholders will have significant ownership in the combined company and share in real and substantial synergies. Our acquisition of 7 percent of Terra further demonstrates our commitment to the business combination. We are confident that Terra and CF Industries stockholders support this business combination and that both sets of stockholders recognize its strategic merits."
The proposed business combination is subject to approval by the Terra Board of Directors and other customary conditions in the Merger Agreement, as well as confirmatory due diligence.
The Merger Agreement is filed as an exhibit to the Schedule 13D CF Industries filed on Sept. 28, 2009.
Morgan Stanley and Rothschild are acting as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to CF Industries.
CF Industries Holdings Inc., headquartered in Deerfield, Ill., is the holding company for the operations of CF Industries, Inc. CF Industries Inc. is a major producer and distributor of nitrogen and phosphate fertilizer products.
SOURCE: CF Industries Holdings Inc. via Business Wire.