DEERFIELD, Ill. -- CF Industries Holdings Inc. today announced that it is commencing an exchange offer for all of the outstanding shares of Terra Industries Inc. common stock at a fixed exchange ratio of 0.4235 CF Industries shares for each Terra Industries share. The company has filed a prospectus/offer to exchange on Form S-4 with the U.S. Securities and Exchange Commission.



CF Industries sent the following letter to Terra in connection with commencing its exchange offer for Terra Industries:



February 23, 2009



Board of Directors
Terra Industries Inc.
Terra Centre
600 Fourth Street
P.O. Box 6000
Sioux City, Iowa 51102-6000



Attention: Henry R. Slack, Chairman of the Board
Michael L. Bennett, President and CEO



"Dear Members of the Board:



"As you are aware, it has been over one month since we made our offer for a business combination with Terra Industries. Our offer has been very well received in the market. Terra's shares are up over 50% since the offer, which is over three times the percentage increase of the peer group. The market clearly has recognized that the combination is compelling.



"As we have communicated to you and your advisors since we made our offer, we view the transaction as a merger in which your stockholders are receiving stock and sharing in the future upside of the combined company, including over $100 million of annual operating synergies. We believe that the elements of your strategy of which we are aware, including expansion of industrial nitrogen applications, would only be enhanced through a combination. As we also have communicated, we would welcome having a number of your board members join the board of the combined company. It is important to us that Mike Bennett be one of those board members and that he continue to serve in a senior executive capacity. Also, we would consider locating some functions of the combined company in the Sioux City area, while preserving the synergies in the transaction.



"Given the significant premium we have offered, and the very positive market reaction, we have not seen any reason to consider changing the terms of our proposal. Our conversations with our stockholders (who significantly overlap with your stockholders) also lead us to believe that we have no reason to consider changing the terms. However, we have communicated to you that we are prepared to review any information you can provide us that you believe justifies a change in terms, and we are prepared to keep an open mind in that regard.



"We are going forward with our proxy contest to replace three of your directors at the upcoming Annual Meeting. We are confident that your stockholders will show their support for a combination by voting for our slate. We also are commencing an exchange offer under which each share of Terra common stock would be exchanged for .4235 shares of CF Industries common stock. The exchange offer is subject to entering into a negotiated merger agreement since, as you are aware, under Maryland law we cannot close a transaction without the approval of your board. The exchange offer is scheduled to expire on May 15, 2009, which is the last date that your bylaws permit you to hold your Annual Meeting. By that time we believe your stockholders will have shown their support of a combination by voting for our slate.



"We remain interested in entering into meaningful discussions for a negotiated transaction, and we are open to reviewing any information you believe we should consider.



"Sincerely yours,"



Stephen R. Wilson
Chairman, President and Chief Executive Officer
CF Industries Holdings, Inc.



The prospectus/offer to exchange fully details the conditions and required regulatory approvals needed to complete the transaction. The exchange offer will expire at 5 p.m., New York City time, on May 15, 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. CF Industries operates world-scale nitrogen fertilizer plants in Donaldsonville, La. and Medicine Hat, Alberta, Canada; conducts phosphate mining and manufacturing operations in Central Florida; and distributes fertilizer products through a system of terminals, warehouses, and associated transportation equipment located primarily in the Midwestern United States. The company also owns a 50-percent interest in KEYTRADE AG, a global fertilizer trading organization headquartered near Zurich, Switzerland.



SOURCE: CF Industries Holdings via Business Wire.