Published: November 20, 2009
CF Industries' Three Director Nominees Elected to Terra Industries Board of Directors
DEERFIELD, Ill. - (BUSINESS WIRE) - CF Industries Holdings, Inc. (NYSE: CF) today announced that all three
of its director nominees were elected to Terra Industries Inc.'s (NYSE:
TRA) board of directors. Based on a preliminary count by CF Industries'
proxy solicitor, its nominees, John N. Lilly, David A. Wilson and Irving
B. Yoskowitz, were all elected to Terra's board of directors by a
substantial margin.
"We are pleased that Terra stockholders have voiced their support for CF
Industries' proposed acquisition of Terra by voting for all three of our
director nominees," said Stephen R. Wilson, chairman, president and
chief executive officer of CF Industries. "It is time to move forward
and put these two great companies together."
Morgan Stanley and Rothschild are acting as financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to
CF Industries.
Additional information for Investors, Employees, Customers and the
Agribusiness Community is available at www.transactioninfo.com/cfindustries
or www.cfindustries.com.
About 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. CF Industries operates world-scale
nitrogen fertilizer plants in Donaldsonville, Louisiana 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. Additional
information on CF Industries is found on the company's website at www.cfindustries.com.
Additional Information
This communication is neither an offer to sell or the solicitation of an
offer to buy any securities, nor is it a substitute for the
prospectus/proxy statement CF Industries Holdings, Inc. ("CF
Industries" ) would file with the Securities and Exchange Commission (the
"SEC" ) regarding the proposed transaction with Terra Industries Inc.
("Terra" ) if such a negotiated transaction is reached or for any other
document which CF Industries may file with the SEC and send to CF
Industries or Terra stockholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF CF INDUSTRIES AND TERRA
ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of any
documents filed by CF Industries with the SEC through the web site
maintained by the SEC at www.sec.gov.
Free copies of any such documents can also be obtained by calling
Innisfree M&A Incorporated toll-free at (877) 456-3507.
CF Industries and its directors and executive officers will be
participants in any solicitation of proxies from Terra stockholders in
respect of the proposed transaction with Terra. Information regarding CF
Industries' directors and executive officers is available in the
supplement to its proxy statement for its 2009 annual meeting of
stockholders, which was filed with the SEC on April 7, 2009, and a
description of their direct and indirect interests in such solicitation,
by security holdings or otherwise, will be contained in the proxy
statement/prospectus filed in connection with the proposed transaction
with Terra.
Safe Harbor Statement
Certain statements contained in this communication may constitute
"forward-looking statements." All statements in this communication,
other than those relating to historical information or current
condition, are forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, many of
which are beyond our control, which could cause actual results to differ
materially from such statements. Risks and uncertainties relating to the
proposed transaction include: Terra's failure to accept CF Industries
proposal and enter into definitive agreements to effect the transaction;
our ability to obtain shareholder and other approvals on the proposed
terms and schedule; uncertainty of the expected financial performance of
CF Industries following completion of the proposed transaction; CF
Industries' ability to achieve the cost-savings and synergies
contemplated by the proposed transaction within the expected time frame;
CF Industries' ability to promptly and effectively integrate the
businesses of Terra and CF Industries; and disruption from the proposed
transaction making it more difficult to maintain relationships with
customers, employees or suppliers. Additional risks and uncertainties
include: the relatively expensive and volatile cost of North American
natural gas; the cyclical nature of our business and the agricultural
sector; changes in global fertilizer supply and demand and its impact on
the selling price of our products; the nature of our products as global
commodities; intense global competition in the consolidating markets in
which we operate; conditions in the U.S. agricultural industry; weather
conditions; our inability to accurately predict seasonal demand for our
products; the concentration of our sales with certain large customers;
the impact of changing market conditions on our forward pricing program;
the reliance of our operations on a limited number of key facilities;
the significant risks and hazards against which we may not be fully
insured; reliance on third party transportation providers; unanticipated
adverse consequences related to the expansion of our business; our
inability to expand our business, including the significant resources
that could be required; potential liabilities and expenditures related
to environmental and health and safety laws and regulations; our
inability to obtain or maintain required permits and governmental
approvals or to meet financial assurance requirements; acts of
terrorism; difficulties in securing the supply and delivery of raw
materials we use and increases in their costs; losses on our investments
in securities; loss of key members of management and professional staff;
the international credit crisis and global recession; credit losses from
counterparties to our natural gas swap contracts due to the credit and
economic crisis; and the other risks and uncertainties included from
time to time in our filings with the SEC. Except as required by law, we
undertake no obligation to update or revise any forward-looking
statements.
CF Industries Holdings, Inc.
Terry Huch
Senior Director,
Investor Relations and Corporate Communications
847-405-2515
thuch@cfindustries.com
or
Brunswick
Group LLC
Susan Stillings / Monika Driscoll, 212-333-3810
or
Innisfree
M&A Incorporated
Alan Miller, 212-750-5833
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