CF Industries Completes Initial Exchange Offer

CF Industries Holdings, Inc. has successfully completed its initial exchange offer for all of the outstanding shares of Terra Industries Inc. common stock.

The exchange offer and withdrawal rights expired at 12:00 midnight, New York City time, April 2, 2010. The depositary for the exchange offer has advised that, as of the expiration time, 85,757,343 shares of Terra common stock (including shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 85.6%, of the outstanding shares of Terra common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment.

With CF Industries’ 85.6% ownership of Terra, April 5 effectively marked the first day that CF Industries and Terra are a combined company.

"Today begins an exciting chapter in the history of CF Industries," says Stephen R. Wilson, chairman, president and chief executive of CF Industries. "We are pleased to join with Terra Industries to form the premier nitrogen fertilizer manufacturing company in North America. The combination transforms both companies, creating a larger strategic platform, presenting substantial opportunities to increase efficiency and lower costs, and expanding access to the capital markets.

"I am particularly pleased to announce that Mike Bennett has agreed to serve as a consultant to CF Industries as we integrate our two great companies," continues Mr. Wilson. "Mike will play an important role on our integration steering committee and the combined company will benefit from the insight and passion that he brings to the role."

Mike Bennett, Terra’s immediate past president and CEO, has agreed to serve as a consultant to CF Industries through the end of 2010 to assist with the integration of the two companies. CF Industries and Terra have formed an integration team with members from both companies whose charter is to integrate business practices, processes, systems, and cultures. The co-leads of the integration project management office are Lynn White, vice-president, Corporate Development, CF Industries, and Joe Ewing, who was most recently vice president, Investor Relations and Human Resources, Terra Industries.

CF Industries also has commenced a subsequent offering period for all remaining shares of Terra common stock to permit stockholders who have not yet tendered their shares the opportunity to do so. The subsequent offering period will expire at 5:00 p.m., New York City time, on Friday, April 9, 2010, unless extended. Any shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering stockholders will promptly thereafter be paid $37.15 in cash and 0.0953 of a share of CF Industries common stock, less any required withholding taxes and without interest, which is the same amount per share that was offered and paid in the initial offering period.

The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that shares tendered during the subsequent offering period may not be tendered by the guaranteed delivery procedure and may not be withdrawn.

Following the expiration of the subsequent offering period, if CF Industries owns at least 90% of the outstanding shares of Terra common stock, CF Industries intends to complete the acquisition of Terra through the short-form merger procedure under Maryland law, without a vote or meeting of Terra’s stockholders. In the merger, each outstanding share of Terra common stock not tendered and purchased in the initial offering period or the subsequent offering period will be converted into the right to receive the same consideration provided in the exchange offer. As a result of the merger, which CF Industries expects to close as soon as practicable, Terra’s common stock will cease to be traded on the New York Stock Exchange.

Topics:

Leave a Reply

Crop Inputs Stories

Radish cover crop taproot
Crop InputsSoil Health Institute, Datu Research Receive Grant To Evaluate Economic Impact Of Soil Health Practices
December 1, 2016
The Soil Health Institute (SHI) and Datu Research has announced a $626,000 grant from the Walton Family Foundation to quantify Read More
Young soybean field
HerbicidesLiquid Formulation Valor EZ Herbicide Available For 2017
December 1, 2016
Valent U.S.A. Corp. has released Valor EZ; a liquid formulation of the company’s leading herbicide, Valor. Named Valor EZ Herbicide Read More
Corn
InsecticidesMajor Review Finds Neonic Poses Low Risk To Aquatic Invertebrates
November 28, 2016
A major new ecotoxicological review and risk assessment has been published in the peer-reviewed literature and concluded that registered crop Read More
FertilizerNutrient Management, Conservation Among Topics Covered At Indiana CCA Conference
November 23, 2016
Certified crop advisers, consultants, farmers, agribusiness professionals and students will learn more about nutrient management, soil and water conservation, pest Read More
Trending Articles
Precision AgTrimble Debuts End-to-End FMIS Platform
November 28, 2016
October’s inaugural PrecisionAg Vision Conference left this author with many thoughts and things to ponder in the coming months. Probably Read More
CHS Primeland
CropLife 100The 2016 CropLife 100 Report: Reviewing The Many Bulls And Bears Impacting This Year’s Marketplace
November 28, 2016
For virtually all of 2016, the nation was wholly focused on the big Presidential election. Some folks aligned themselves with Read More
Monsanto sign
Crop InputsMissouri Governor Meets With Bayer CEO To Discuss Monsanto Merger
November 21, 2016
Missouri Gov. Jay Nixon visited Bayer AG global headquarters in Leverkusen, Germany, on November 18 to discuss the proposed Bayer-Monsanto Read More
STS16 2017
SprayersHagie Manufacturing Releases 2017 STS16 Sprayer To Market
November 16, 2016
Hagie Manufacturing LLC’s largest full season applicator is now available with enhancements for the 2017 model year. Hagie is officially Read More
Wilco
CropLife 100Valley Agronomics, Wilco-Winfield To Form New Agronomy Joint Venture
November 11, 2016
Valley Agronomics LLC, headquartered in Rupert, ID, is a joint venture between Valley Wide Cooperative and Winfield Solutions, LLC. Wilco-Winfield, Read More
FertilizerThe Fertilizer Institute Issues Statement On The U.S. Elections
November 10, 2016
The Fertilizer Institute (TFI) President Chris Jahn has issued the following statement on the results of the 2016 elections: “TFI Read More
Latest News
ManagementCorn and soy planting update; Takeaways from Climate Co…
December 2, 2016
AgriBusiness Global Editor Dave Frabotta Joins Paul Schrimpf for a discussion of global corn and soybean planting trends, and a Read More
Radish cover crop taproot
Crop InputsSoil Health Institute, Datu Research Receive Grant To E…
December 1, 2016
The Soil Health Institute (SHI) and Datu Research has announced a $626,000 grant from the Walton Family Foundation to quantify Read More
Mike Stern
Precision AgClimate Corp. CEO Talks Retailer Support For Digital Ag
December 1, 2016
CropLife Magazine’s sister publication, AgriBusiness Global, recently sat down with Mike Stern, CEO of The Climate Corp., following the Monsanto subsidiary’s Read More
ManagementAg Industry Comes Together To Address Climate Change
December 1, 2016
Addressing climate change — and more specifically, decreasing greenhouse gas emissions from agriculture — can only be achieved through collective Read More
Young soybean field
HerbicidesLiquid Formulation Valor EZ Herbicide Available For 201…
December 1, 2016
Valent U.S.A. Corp. has released Valor EZ; a liquid formulation of the company’s leading herbicide, Valor. Named Valor EZ Herbicide Read More
Key Cooperative Marcus Construction Steel Building
ManagementThe Value Of Cooperatives In Modern Agriculture
December 1, 2016
Editor’s Note: Jaxon Mullinnix of  Lone Tree, IA, was recently named the Iowa state winner of the 2017 GROWMARK essay Read More
AGCO Operator of the Year Tony Kornder
SprayersAGCO Names Tony Kornder Operator Of The Year
December 1, 2016
AGCO Corp. names Tony Kornder with Genesis Growing Solutions in Le Sueur, MN, the 11th annual Operator of the Year. Read More
Chris Henney OABA
ManagementOABA Industry Conference To Provide Outlook For Future …
November 29, 2016
The upcoming Ohio AgriBusiness Association Industry Conference is packed with widely-respected speakers and industry professionals, sharing their expertise on a Read More
Corn
InsecticidesMajor Review Finds Neonic Poses Low Risk To Aquatic Inv…
November 28, 2016
A major new ecotoxicological review and risk assessment has been published in the peer-reviewed literature and concluded that registered crop Read More
EquipmentGSI Details New Grain Drying Efficiency System for Coop…
November 28, 2016
Grain elevators and ag co-ops are always looking for ways to increase their energy efficiency to help improve profitability. For Read More
Precision AgTrimble Debuts End-to-End FMIS Platform
November 28, 2016
October’s inaugural PrecisionAg Vision Conference left this author with many thoughts and things to ponder in the coming months. Probably Read More
AGCO AgControl system
Precision AgPrecision Ag Technology: Rate Control For The Times
November 28, 2016
It’s not surprising that the need for more economical, effective application is driving the demand for the latest rate controllers Read More
ARA
Eric SfiligojTaking The Industry’s Pulse At ARA
November 28, 2016
When most of you read this particular column, many of the industry’s key folks will probably be spending at least Read More
CHS Primeland
CropLife 100The 2016 CropLife 100 Report: Reviewing The Many Bulls …
November 28, 2016
For virtually all of 2016, the nation was wholly focused on the big Presidential election. Some folks aligned themselves with Read More
FertilizerNutrient Management, Conservation Among Topics Covered …
November 23, 2016
Certified crop advisers, consultants, farmers, agribusiness professionals and students will learn more about nutrient management, soil and water conservation, pest Read More
Monsanto sign
Crop InputsMissouri Governor Meets With Bayer CEO To Discuss Monsa…
November 21, 2016
Missouri Gov. Jay Nixon visited Bayer AG global headquarters in Leverkusen, Germany, on November 18 to discuss the proposed Bayer-Monsanto Read More
Arysta LifeScience
Crop InputsArysta LifeScience Forms Alliance With Beem Biologics
November 21, 2016
As part of its recently announced strategy to become a leader in high-value, high-growth specialty market segments in the crop Read More
DuPont sign
Crop InputsDuPont To End Pension Contribution For Active Employees
November 18, 2016
DuPont will no longer contribute to active employees’ pension plans, a move that will affect the retirement of 13,000 workers, Read More