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8-K - FORM 8-K - TERRA INDUSTRIES INC | c56939e8vk.htm |
EX-2.1 - EX-2.1 - TERRA INDUSTRIES INC | c56939exv2w1.htm |
Exhibit 99.1

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CF INDUSTRIES AND TERRA INDUSTRIES AGREE TO COMBINE, CREATING A
GLOBAL INDUSTRY LEADER
GLOBAL INDUSTRY LEADER
Forms the Worlds Second Largest Nitrogen Fertilizer Producer with Enhanced Scale and
Opportunities for Growth
Opportunities for Growth
Terra Stockholders to Receive $37.15 in Cash and 0.0953 of a Share of CF Industries for Each
Terra Share
Terra Share
Terra Terminates Merger Agreement with Yara International
DEERFIELD, IL and SIOUX CITY, Iowa March 12, 2010 CF Industries Holdings, Inc. (NYSE: CF) and
Terra Industries Inc. (NYSE: TRA) today announced they have entered into a definitive merger
agreement (the CF Industries-Terra Agreement) to combine the two companies. Terra stockholders
will receive $37.15 in cash and 0.0953 of a share of CF Industries common stock for each share of
Terra common stock. The transaction has a total value of approximately $4.7 billion. The boards
of directors of both companies have approved the combination. The transaction has received fully
committed financing from Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ,
Ltd. Concurrently with entering into the CF Industries-Terra Agreement, Terra terminated its
previously announced merger agreement with Yara International ASA (OSLO: YAR.OL).
A combined CF Industries and Terra creates a strong leader in the global fertilizer industry with
superior assets that will generate long-term value for stockholders, provide more benefits to
customers and offer increased opportunities to employees, said Stephen R. Wilson, chairman,
president and chief executive officer of CF Industries. We are excited to begin working together
to become a more competitive global fertilizer player with enhanced scale, a broader strategic
platform and enhanced access to capital markets. Our customers will benefit from expanded
availability and flexibility of nitrogen product sourcing as a result of the complementary
distribution and manufacturing assets of the two companies.
Terras board of directors believes that this transaction offers our stockholders a very
significant premium for their shares. Taken together with the $7.50 per share special dividend
paid by Terra in December, our stockholders are receiving an excellent return on their investment
in Terra, said Henry Slack, chairman of the board of Terra.
On behalf of Terras Board and management team, I would like to express our deep appreciation to
our employees, whose hard work and dedication has been instrumental in making Terra the outstanding
company it is today. We are committed to working closely with CF Industries to integrate our two
companies quickly, said Michael Bennett, Terra president and chief executive officer.
Following the closing of the merger, the combined company will be a leading global producer and
distributor of nitrogen and phosphate fertilizer products. CF Industries and Terra have
complementary strengths in nitrogen, providing breadth and flexibility in product offerings. In
addition, the locations of CF Industries and Terras facilities together expand the combined
companys domestic reach.
Terras focus on industrial customers and CF Industries focus on agricultural customers are
complementary and ensure greater strength and resilience through industry cycles. Stockholders of
the combined company also will benefit from the value generated by CF Industries world-scale
phosphate business. Furthermore, the enhanced scale and improved access to the capital markets for
the newly combined company will allow it to build on existing and future growth initiatives to
generate stockholder value.
The transaction is anticipated to create annual cost synergies of up to $135 million driven
primarily by the elimination of overlapping corporate functions, optimization of transportation and
distribution systems, and through greater economies of scale in procurement and purchasing. The
transaction is expected to be significantly accretive to CF Industries stockholders on both a GAAP
and cash EPS basis.
On March 5, 2010, CF Industries filed with the U.S. Securities and Exchange Commission a
prospectus/offer to exchange on Form S-4 in connection with its pending exchange offer for all of
Terras outstanding common stock. As a result of the parties execution of the merger agreement,
CF Industries will amend the prospectus/offer to exchange to reflect the terms and conditions of
the merger agreement. In accordance with the terms of the merger agreement, CF Industries is
extending the expiration of the exchange offer to 12:00 midnight, New York City time, on April 2,
2010.
Under the terms of the merger agreement, following completion of CF Industries exchange offer, a
subsidiary of CF Industries will merge into Terra and any Terra stockholders that did not tender
their shares into CF Industries exchange offer will receive in the merger the same consideration
paid in the CF Industries exchange offer. Upon completion of the merger, Terra will become an
indirect wholly-owned subsidiary of CF Industries, and Terra common stock will cease to be traded
on the NYSE. The merger will require the approval of Terras stockholders unless CF Industries
owns at least 90% of the outstanding shares of Terra common stock following completion of its
exchange offer, and, if necessary, after CF Industries exercise of the top-up option under the
terms of the merger agreement.
Terra stockholder questions regarding the exchange offer or requests for offering materials should
be directed to CF Industries Information Agent for the exchange offer, Innisfree M&A Incorporated,
toll-free at (877) 456-3507. Offering materials are also available on the Securities and Exchange
Commissions Web site at www.sec.gov. Terra stockholders are urged to read the offering materials
filed by CF Industries, which contain important information about the exchange offer.
Morgan Stanley and Rothschild are acting as financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP is acting as legal counsel to CF Industries. Credit Suisse Securities (USA) LLC is
serving as Terras financial advisor, and Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen &
Katz are serving as legal counsel to Terra.
Contacts for CF Industries:
CF Industries Holdings, Inc.
Terry Huch, 847-405-2515
Senior Director, Investor Relations and Corporate Communications
thuch@cfindustries.com
or
For CF Industries Brunswick Group LLC
Susan Stillings / Erin Becker, 212-333-3810
Terry Huch, 847-405-2515
Senior Director, Investor Relations and Corporate Communications
thuch@cfindustries.com
or
For CF Industries Brunswick Group LLC
Susan Stillings / Erin Becker, 212-333-3810
Innisfree M&A Incorporated
Alan Miller, 212-750-5833
Alan Miller, 212-750-5833
Contacts for Terra:
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
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
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 companys website at www.cfindustries.com.
About Terra
Terra Industries Inc., with 2009 revenues of $1.6 billion, is a leading North American producer and
marketer of nitrogen products. Additional information on Terra is found on the companys website at
www.terraindustries.com.
Important Information
This press release relates to the offer (the Offer) by Composite Merger Corporation
(Composite), an indirect wholly-owned subsidiary of CF Industries Holdings, Inc. (CF
Industries), to exchange each issued and outstanding share of common stock of Terra Industries
Inc. (Terra) for $37.15 in cash and 0.0953 shares of CF Industries common stock. This press
release is for informational purposes only and does not constitute an offer to exchange, or a
solicitation of an offer to exchange, shares of Terra common stock, nor is it a substitute for the
Tender Offer Statement on Schedule TO or the preliminary Prospectus/Offer to Exchange included in
the Registration Statement on Form S-4 (collectively with a Letter of Transmittal and related
documents and as amended from time to time, the Exchange Offer Documents) filed by CF Industries
and Composite with the Securities and Exchange Commission (the SEC) on
March 5, 2010. The Registration Statement has not yet become effective. The Offer is made only
through the Exchange Offer Documents. Security holders and investors may obtain any of the
foregoing documents for free by visiting EDGAR on the SEC website at www.sec.gov or by calling
Innisfree M&A Incorporated toll-free at (877) 456-3507. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
This press release is neither an offer to purchase nor the solicitation of an offer to sell any
securities. In connection with the exchange offer by CF Industries referred to in this press
release, Terra has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC and
expects to file amendments thereto. Investors and security holders are urged to read the
Solicitation/Recommendation Statement on Schedule 14D-9 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 on Schedule 14D-9 and
other documents that Terra files with the SEC (when available) at the SECs Web site at www.sec.gov
and Terras 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 (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.
Forward-Looking Statements
Certain statements contained in this press release may constitute forward-looking statements.
Forward-looking statements are based upon assumptions as to future events that may not prove to be
accurate and are subject to a number of risks and uncertainties, many of which are beyond the
control of CF Industries and Terra. 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 neither CF Industries nor Terra undertakes any 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. Forward-looking statements involve risks, uncertainties
and assumptions that are difficult to predict. Risks and uncertainties relating to the proposed
transaction include: the possibility that various conditions to the consummation of the CF
Industries exchange offer and merger may not be satisfied or waived; uncertainty of the expected
financial performance of CF Industries following completion of the proposed transaction; CF
Industries ability to incur a substantial amount of indebtedness in connection with the proposed
transaction, to comply with the covenants in such indebtedness and to make payments under such
indebtedness when due; CF Industries ability to consummate an equity offering following the
closing of the exchange offer; the outcome of any legal proceedings challenging CF Industries
exchange offer or merger; 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 for CF Industries and Terra to maintain
relationships with customers, employees or suppliers; uncertainty as to how many shares of Terra
common stock will be tendered into the exchange offer; the risk that competing offers will be made
for Terra; that risk that the exchange offer and merger will not close within the anticipated time
periods; and the amount of the costs, fees, expenses and charges related to the proposed
transaction. Additional risks and uncertainties to
CF Industries include: the relatively expensive and volatile cost of North American natural gas;
the cyclical nature of CF
Industries business and the agricultural sector; the global commodity
nature of CF Industries fertilizer products, the impact of global supply and demand on CF
Industries selling prices, and the intense global competition in the consolidating markets in
which CF Industries operates; conditions in the U.S. agricultural industry; risks involving
derivatives; weather conditions; CF Industries inability to predict seasonal demand for its
products accurately; the concentration of CF Industries sales with certain large customers; the
impact of changing market conditions on CF Industries Forward Pricing Program; the reliance of CF
Industries operations on a limited number of key facilities and the significant risks and hazards
against which CF Industries may not be fully insured; reliance on third party transportation
providers; risks associated with joint ventures; risks associated with expansion of CF Industries
business, including unanticipated adverse consequences and the significant resources that could be
required; future regulatory restrictions and requirements related
to greenhouse gas emissions,
climate change or other environmental requirements; potential liabilities and expenditures related
to environmental and health and safety laws and regulations; CF Industries potential 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
CF Industries uses and increases in their costs; losses on CF Industries investments in
securities; loss of key members of management and professional staff; the international credit
crisis and global recession; and the other risks and uncertainties included from time to time in CF
Industries filings with the SEC. Additional risks and uncertainties to Terra include: 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; changes in the securities trading markets; and the other risks and
uncertainties included from time to time in Terras filings with the SEC.
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