Published: August 25, 2009
Terra Industries Rejects CF Industries' Latest Bid Proposal
SIOUX CITY, Iowa - (BUSINESS WIRE) - Terra Industries Inc. (NYSE:TRA) today sent the following letter to CF
Industries Holdings, Inc. (NYSE:CF) in response to CF's letter dated
August 5, 2009:
August 25, 2009
Mr. Stephen R. Wilson
Chairman, President and Chief Executive
Officer
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield,
IL 60015
Dear Mr. Wilson:
The Board of Directors of Terra Industries Inc., with the assistance of
its financial and legal advisors, has carefully considered your latest
proposal to combine our companies. Our Board has unanimously concluded
that this most recent version of your proposal continues to run counter
to Terra's strategic objectives, substantially undervalues Terra both
absolutely and relative to CF, and would deliver less value to our
shareholders than would owning Terra on a stand-alone basis.
Accordingly, we reject your proposal.
Sincerely,
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Michael L. Bennett
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Henry R. Slack
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President and Chief Executive Officer
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Chairman of the Board
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cc: Board of Directors of CF Industries Holdings, Inc., c/o Corporate
Secretary, CF Industries Holdings, Inc.
Terra Industries' Board of Directors continues to recommend shareholders
reject CF Industries' exchange offer for all the reasons set forth in
the Company's 14D-9, as amended and filed with the Securities and
Exchange Commission. Shareholders with questions should contact
MacKenzie Partners, Inc. at 800-322-2885.
Credit Suisse Securities (USA) LLC is serving as Terra's financial
advisor, and Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen &
Katz are serving as legal counsel to Terra. MacKenzie Partners, Inc. is
serving as proxy solicitor for Terra.
About Terra
Terra Industries Inc., with 2008 revenues of
$2.9 billion, is a leading North American producer and marketer of
nitrogen products.
Important information and where to find it
On June 26, 2009,
Terra filed with the Securities and Exchange Commission (the "SEC" ) a
revised preliminary proxy statement in connection with its 2009 Annual
Meeting, which is available free of charge at the SEC's Web site at www.sec.gov
and Terra's Web site at www.terraindustries.com.
Terra plans to file with the SEC and mail to its stockholders a
definitive proxy statement in connection with its 2009 Annual Meeting. Investors
and security holders are urged to read the revised preliminary proxy
statement, which is available now, and the definitive proxy statement
relating to the 2009 Annual Meeting and any other relevant documents
filed with the SEC when they become available, because they will contain
important information. Investors and security holders may obtain a
free copy of the definitive proxy statement and other documents (when
available) that Terra files with the SEC at the SEC's Web site at www.sec.gov
and Terra's Web site at www.terraindustries.com.
In addition, the definitive proxy statement and other documents filed by
Terra with the SEC may be obtained from Terra free of charge by
directing a request to Terra Industries Inc., Attn: Investor Relations,
Terra Industries Inc., 600 Fourth Street, P.O. Box 6000, Sioux City, IA
51102-6000.
This communication is neither an offer to purchase nor a solicitation of
an offer to sell any securities. In response to the exchange offer
proposed by CF Industries Holdings, Inc. referred to in this
communication, Terra has filed a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC. Investors and security holders are
urged to read the Solicitation/Recommendation Statement on Schedule
14D-9 because it contains important information. Investors and
security holders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9 and other
documents that Terra files with the SEC in connection with the exchange
offer at the SEC's Web site at www.sec.gov
and Terra's Web site at www.terraindustries.com.
In addition, the Solicitation/Recommendation Statement on Schedule 14D-9
and other documents filed by Terra with the SEC in connection with the
exchange offer may be obtained from Terra free of charge by directing a
request to Terra Industries Inc., Attn: Investor Relations, Terra
Industries Inc., 600 Fourth Street, P.O. Box 6000, Sioux City, IA
51102-6000.
Certain information concerning participants
Terra, its
directors, executive officers and certain employees specified in Annex A
to Terra's revised preliminary proxy statement for the 2009 Annual
Meeting, which was filed with the SEC on June 26, 2009, are participants
in the solicitation of Terra's security holders in connection with its
2009 Annual Meeting. Security holders may obtain information regarding
the names, affiliations and interests of such individuals in Terra's
Annual Report on Form 10-K for the year ended December 31, 2008, which
was filed with the SEC on February 27, 2009 and amended on April 28,
2009, and its revised preliminary proxy statement for the 2009 Annual
Meeting, which was filed with the SEC on June 26, 2009. To the extent
holdings of Terra securities have changed since the amounts printed in
the revised preliminary proxy statement for the 2009 Annual Meeting,
such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information regarding
the interests of such individuals can also be obtained from the revised
preliminary proxy statement relating to the 2009 Annual Meeting, which
is available now, and the definitive proxy statement relating to the
2009 Annual Meeting when it is filed by Terra with the SEC. These
documents (when available) may be obtained free of charge from the SEC's
Web site at www.sec.gov
and Terra's Web site at www.terraindustries.com.
Forward-looking statements
Certain statements in this
communication may constitute "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Statements made in connection with the exchange offer proposed by CF
Industries Holdings, Inc. referred to in this communication are not
subject to the safe harbor protections provided to forward-looking
statements under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based upon assumptions as to future
events that may not prove to be accurate. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Actual outcomes and results
may differ materially from what is expressed or forecasted in these
forward-looking statements. As a result, these statements speak only as
of the date they were made and Terra undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
otherwise required by law. Words such as "expects," "intends," "plans,"
"projects," "believes," "estimates," and similar expressions are used to
identify these forward-looking statements. These include, among others,
statements relating to:
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changes in financial markets,
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general economic conditions within the agricultural industry,
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competitive factors and price changes (principally, sales prices of
nitrogen and methanol products and natural gas costs),
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changes in product mix,
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changes in the seasonality of demand patterns,
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changes in weather conditions,
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changes in environmental and other government regulation, and
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changes in agricultural regulations.
Additional information as to these factors can be found in Terra's 2008
Annual Report/10-K, in the sections entitled "Business," "Legal
Proceedings," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in the Notes to the
consolidated financial statements.
Note: Terra Industries' news announcements are also available
on its Web site, www.terraindustries.com.
Terra Industries Inc.
Joe A. Ewing, 712-277-7305
Vice
President, Investor Relations
jewing@terraindustries.com
or
Additional
Contacts:
Joele Frank, Wilkinson Brimmer Katcher
Matthew
Sherman, 212-355-4449
msherman@joelefrank.com
or
Jamie
Moser, 212-355-4449
jmoser@joelefrank.com
or
MacKenzie
Partners, Inc.
Larry Dennedy, 800-322-2885
or
Charlie
Koons, 800-322-2885
terraproxy@mackenziepartners.com
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