DEERFIELD, Ill. -- CF Industries Holdings Inc. has filed with the U.S. Securities and Exchange Commission preliminary proxy materials in connection with its nomination of independent directors to replace three members of Terra Industries Inc.'s board of directors at Terra's 2009 annual stockholders meeting. CF Industries' three director nominees are John N. Lilly, David A. Wilson and Irving B. Yoskowitz.

"We are confident that Terra's shareholders will support a business combination with CF Industries, and will show that support by voting for our slate of directors at the Annual Meeting," said Stephen R. Wilson, chairman, president and chief executive officer of CF Industries. "We remain firmly committed to combining CF Industries and Terra, and believe that this combination is in the best interests of both companies' shareholders."

About the three nominees:

  • John N. Lilly, president of John Lilly Strategic Insights, LLC and former chief executive officer of The Pillsbury Company.
  • David A. Wilson, president and chief executive officer of the Graduate Management Admission Council and former managing partner at Ernst & Young LLP.
  • Irving B. Yoskowitz, senior counsel at Dickstein Shapiro LLP and former executive vice president and general counsel of Constellation Energy Group, Inc., the parent company of Baltimore Gas & Electric Company.

  • On March 9, 2009, CF Industries sent a letter to Terra's board of directors which proposed that the CF Industries board of directors was prepared to enter into a negotiated merger agreement with Terra on terms that provide certain value assurances to Terra's shareholders. Specifically, CF Industries would agree to a modified exchange ratio based on $27.50 for each Terra share of not less than 0.4129 of a CF Industries share and not more than 0.4539 of a CF Industries share. For Terra shareholders, these modified terms provide value assurance and the possibility of a higher exchange ratio than CF Industries' current offer.

    For CF Industries shareholders, these terms would provide the possibility of a lower exchange ratio should CF Industries stock perform as the company expects it will. On January 15, 2009, CF Industries proposed to acquire all of the outstanding common shares of Terra Industries for 0.4235 shares of CF Industries per common share of Terra Industries. Since the announcement, Terra's stock price has increased by more than 50 percent.

    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, Illinois, 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.