Published: March 10, 2010
Terra Provides Notice to Yara under Yara Agreement
SIOUX CITY, Iowa - (BUSINESS WIRE) - Terra Industries Inc. (NYSE: TRA) ("Terra" ) today announced that its
Board of Directors, in consultation with its independent financial and
legal advisors, has unanimously determined that the proposal submitted
by CF Industries Holdings, Inc. (NYSE: CF) ("CF Industries" ) on March
10, 2010 to acquire all of the outstanding common stock of Terra for
$37.15 in cash and 0.0953 of a share of CF Industries common stock for
each Terra share (the "CF Proposal" ) constitutes a Superior Proposal
under the terms of the Agreement and Plan of Merger, dated as of
February 12, 2010, by and among Terra, Yara International ASA (OSLO:
YAR.OL) ("Yara" ) and Yukon Merger Sub, Inc. (the "Yara Agreement" ).
In accordance with the terms of the Yara Agreement, Terra has provided
notice to Yara of its intention to terminate the Yara Agreement subject
to Yara's right to propose, within five business days, changes to the
terms of the Yara Agreement that make it at least as favorable to Terra
stockholders as the CF Proposal.
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.
About Terra
Terra Industries Inc., with 2009 revenues of $1.6 billion, is a leading
North American producer and marketer of nitrogen products.
Important Information
On February 24, 2010, Terra Industries Inc. ("Terra" ) filed with the
Securities and Exchange Commission (the "SEC" ) a preliminary proxy
statement with respect to the proposed business combination with Yara
International ASA ("Yara" ). Terra plans to file with the SEC and mail to
its stockholders a definitive proxy statement with respect to the
proposed business combination with Yara. Investors and security
holders are urged to read the preliminary proxy statement with respect
to the proposed business combination with Yara, which is available now,
and the definitive proxy statement with respect to such business
combination and any other relevant documents filed with the SEC (when
available), because they will contain important information.
Investors and security holders may obtain a free copy of the proxy
statement and other documents that Terra files with the SEC (when
available) at the SEC's Web site at www.sec.gov
and Terra's Web site at www.terraindustries.com.
In addition, the proxy statement and other documents filed by Terra with
the SEC (when available) 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 the solicitation
of an offer to sell any securities nor is it a recommendation with
respect to CF Industries' exchange offer. Terra intends to file a
solicitation/recommendation statement with respect to the exchange offer
with the SEC within 10 business days from the date of commencement. Investors
and security holders are urged to read the solicitation/recommendation
statement with respect to the exchange offer and any other relevant
documents filed with the SEC (when available), because they will contain
important information. Investors and security holders may obtain a
free copy of the solicitation/recommendation statement with respect to
the exchange offer and other documents that Terra files with the SEC
(when available) 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 with respect to
the exchange offer and other documents filed by Terra with the SEC (when
available) 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 Regarding Participants
Terra, its directors, executive officers and certain employees may be
deemed to be participants in the solicitation of Terra's security
holders in connection with the proposed business combination with Yara.
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, 2009, which was filed with
the SEC on February 25, 2010, and its preliminary proxy statement with
respect to the proposed business combination with Yara, which was filed
with the SEC on February 24, 2010. To the extent holdings of Terra
securities have changed since the amounts printed in the preliminary
proxy statement with respect to the proposed business combination with
Yara, 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 preliminary proxy statement with respect to the proposed business
combination with Yara, which is available now, and the definitive proxy
statement with respect to such business combination 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 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. 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. The forward-looking
statements contained herein include statements about the proposed
business combination with Yara. Forward-looking statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. These risks, uncertainties
and assumptions include, among others:
-
future actions by Yara or CF Industries or any other bidder that makes
a proposal to acquire Terra
-
the possibility that various closing conditions for the proposed
business combination with Yara may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to
grant approval for the consummation of the transaction,
-
the risk that Terra's stockholders fail to approve the proposed
business combination,
-
the risk that Yara's stockholders fail to approve the proposed capital
increase for its rights offering,
-
that risk that the proposed business combination with Yara will not
close within the anticipated time period,
-
the risk that disruptions from the proposed business combination with
Yara will harm Terra's relationships with its customers, employees and
suppliers,
-
the diversion of management time on issues related to the proposed
business combination with Yara,
-
the outcome of any legal proceedings challenging the proposed business
combination with Yara,
-
the amount of the costs, fees, expenses and charges related to the
proposed business combination with Yara,
-
changes in financial and capital markets,
-
general economic conditions within the agricultural industry,
-
competitive factors and price changes (principally, sales prices of
nitrogen and methanol products and natural gas costs),
-
changes in product mix,
-
changes in the seasonality of demand patterns,
-
changes in weather conditions,
-
changes in environmental and other government regulations,
-
changes in agricultural regulations and
-
changes in the securities trading markets.
Additional information as to these factors can be found in Terra's 2009
Annual Report/10-K and in Terra's subsequent Quarterly Reports on Form
10-Q (when available), in each case in the sections entitled "Business,"
"Risk Factors," "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
Joele
Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Jamie Moser /
Jim Shaughnessy,
212-355-4449
msherman@joelefrank.com
/ jmoser@joelefrank.com / jshaughnessy@joelefrank.com
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