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shares of Terra common stock (including shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 85.6%, of the outstanding shares of Terra common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment.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

Crop InputsLand O’Lakes Announces Minnesota Water Quality Partnership
May 25, 2016
Governor Mark Dayton and Land O’Lakes, Inc. President and CEO Chris Policinski today announced a new public-private partnership to protect Read More
Corn close up
Crop InputsArysta LifeScience Establishes Global Headquarters In RTP
May 25, 2016
Arysta LifeScience has announced plans to relocate its global headquarters from West Palm Beach, FL, to Cary, NC, over the Read More
Southern States Cooperative
glyphosate
Crop InputsWHO: Glyphosate ‘Unlikely’ To Cause Cancer
May 16, 2016
Via Reuters.com reporter Kate Kelland: The weed-killing pesticide glyphosate, made by Monsanto and widely used in agriculture and by gardeners, Read More
Trending Articles
Eric SfiligojPity The Monsanto Haters
May 23, 2016
An old saying goes thus: “Be careful what you wish for. You just might get it.” Given current events, there Read More
Monsanto Luling Plant
Crop InputsReport: Bayer Eyeing Monsanto For Possible Mega-Merger
May 16, 2016
Bayer AG is exploring a potential bid for U.S. competitor Monsanto Co. in a deal that would create the world’s Read More
Aerial Drone
Precision AgA Deeper Dive Into The Future Of Precision Ag
May 9, 2016
For about two decades now, through the good and the bad times, the ups and the downs inherent in agriculture, Read More
Palmer amaranth in soybean stubble
HerbicidesWSSA: Billions In Potential Economic Losses From Uncontrolled Weeds
May 4, 2016
What losses would corn and soybean growers experience if they were forced to eliminate herbicides and other control techniques from Read More
Eric SfiligojReasons For Hope In Commodity Prices
May 2, 2016
For many months now, the doomsayers have ruled the day in agriculture. Too much supply with too little demand would Read More
Eric SfiligojMissing The Family Ties In Agriculture
April 25, 2016
By its nature, the agriculture market is cyclical. Up and down cycles come and go with a regular pattern. For Read More
Latest News
Crop InputsLand O’Lakes Announces Minnesota Water Quality Pa…
May 25, 2016
Governor Mark Dayton and Land O’Lakes, Inc. President and CEO Chris Policinski today announced a new public-private partnership to protect Read More
Soybean Plant closeup
Industry NewsMonsanto Rejects Bayer Bid; Open To More Talks
May 25, 2016
Monsanto Co, the world’s largest seed company, turned down Bayer AG’s $62 billion acquisition bid as “incomplete and financially inadequate” Read More
Corn close up
Crop InputsArysta LifeScience Establishes Global Headquarters In R…
May 25, 2016
Arysta LifeScience has announced plans to relocate its global headquarters from West Palm Beach, FL, to Cary, NC, over the Read More
fertilizer blending and storage, Top 100
BlendersCHS Dakota Expansion Features AGCO’s GSI InterSys…
May 25, 2016
The continued growth of precision agriculture has increased farmer use of customized fertilizer blends best-suited for their soil conditions. Several Read More
ManagementAgriculture 3.5: A Bumpy Road Ahead
May 24, 2016
You may have read my article a few years ago on Agriculture 3.0, which is a term I coined to Read More
Topcon’s X30 display with CropSpec sensors
EquipmentGPS Autosteer Systems: Product Updates From Precision A…
May 24, 2016
Throughout 2015 GPS Steering solutions continued to evolve from what was once an after-market add on, to today’s cab where Read More
Trimble TMX-2050 In-Cab Display
Eric SfiligojThe Precision Ag Revolution Continues
May 24, 2016
It’s funny how much “the first time” tends to mean to someone as they get older. I sometimes can’t recall Read More
Eric Wintemute, AMVAC
Precision AgAMVAC Ups The Ante With New Precision Ag Technology
May 24, 2016
A potentially industry-changing at-plant soil treatment system from American Vanguard Corp., or AMVAC, is coming soon to large growers in Read More
Dry and Liquid Plant
CropLife 100CropLife 100 Map
May 24, 2016
The new CropLife 100 map shows the locations of each of the headquarters of the 2015 CropLife 100 retailers. The interactive Read More
Southern States Cooperative
Corn Field
Industry NewsTiger-Sul Names Veteran Account Manager To Lead Central…
May 23, 2016
With the continuing growth of the sulphur bentonite and precision crop nutrient industry, global agriculture firm H.J. Baker has announced that Read More
Bayer sign
Industry NewsReuters: Bayer Defies Critics With $62 Billion Monsanto…
May 23, 2016
German drugs and crop chemicals group Bayer has offered to buy U.S. seeds company Monsanto for $62 billion in cash, Read More
Eric SfiligojPity The Monsanto Haters
May 23, 2016
An old saying goes thus: “Be careful what you wish for. You just might get it.” Given current events, there Read More
Industry NewsCompass Minerals Hires Industry Veteran To Lead Plant N…
May 19, 2016
Compass Minerals has hired plant nutrition industry veteran Vatren Jurin to steer the company’s portfolio expansion into specialty liquid micronutrient Read More
ASMARK Retailers LIVE! Tour 2016 Group shot The Andersons
CropLife 100The Andersons Rejects Unsolicited Proposal From HC2
May 19, 2016
The Andersons, Inc. has announced that its Board of Directors has rejected two non-binding, highly conditional, unsolicited proposals from HC2 Read More
glyphosate
Crop InputsWHO: Glyphosate ‘Unlikely’ To Cause Cancer
May 16, 2016
Via Reuters.com reporter Kate Kelland: The weed-killing pesticide glyphosate, made by Monsanto and widely used in agriculture and by gardeners, Read More
dicamba, Roundup Ready 2 Xtend
Crop InputsASA: No Dicamba On Roundup Ready 2 Xtend In 2016
May 16, 2016
While Roundup Ready 2 Xtend (RR2X) are tolerant to dicamba and glyphosate herbicides, no dicamba herbicides will be approved for Read More
CPP, glyphosate, dicamba, atrazine,
Crop InputsReport: Congress Pressing EPA On Glyphosate Review Hand…
May 16, 2016
Via Reuters.com reporter P.J. Huffstutter: U.S. lawmakers have asked EPA to explain why it published – and then withdrew – Read More