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shares of Terra common stock (including shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 85.6%, of the outstanding shares of Terra common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment.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 InputsPlatform Specialty Products To Acquire Arysta LifeScience
October 20, 2014
Once the acquisition is complete, Platform Specialty Products will combine Arysta LifeScience with previously acquired companies Agriphar and Chemtura Crop Solutions. Read More
MicronutrientsMicronutrients Going Macro
September 9, 2014
Between 2014’s fantastic growing conditions and a heightened awareness on plant nutrition, the major players in micronutrients are gearing up for another big year. Read More
FertilizerFall Fertility 2014: Forecasting Fertilizer Use
September 7, 2014
Great crops this year have tapped the soil, and fall work is definitely called for, but how challenging will that get? Read More
FungicidesSudden Death Syndrome, Brown Stem Rot Reported In Indiana Soybeans
September 3, 2014
Farmers and retailers should be watching for symptoms of these two diseases over the next few weeks as they are best managed through preventative methods. Read More

Trending Articles

Matt Hopkins15 Best New Agriculture Apps Worth Downloading In 2014
December 16, 2013
These latest agriculture apps are sure to help ag professionals do their jobs more efficiently in 2014 and beyond. Read More
Seed/BiotechMonsanto Offers New Support For Ferguson, Area Communities
October 8, 2014
Monsanto Co. has committed $1 million in new support for several collaborative efforts in Ferguson, MO, and surrounding communities in North St. Louis County. Read More
Seed/BiotechUnapproved Genetically Modified Wheat Found In Montana
October 3, 2014
USDA reports that one year after discovery of Monsanto's unapproved wheat in a single Oregon field disrupted U.S. wheat export sales, the GMO wheat has again been found in Montana. Read More
Equipment2014 Product Of The Year Voting
September 19, 2014
Many new products were introduced to the ag retail marketplace this year. From this group, CropLife IRON and its consulting partners have selected five finalists for the Product of the Year award. Please cast your vote today to help us determine the winner. Read More
FertilizerFall Fertility 2014: Forecasting Fertilizer Use
September 7, 2014
Great crops this year have tapped the soil, and fall work is definitely called for, but how challenging will that get? Read More
CropLife 100CHS To Build $3 Billion Fertilizer Plant In North Dakota
September 5, 2014
The fertilizer plant in Spiritwood will be the single largest investment in CHS history, as well as the single largest private investment project ever undertaken in North Dakota. Read More

Latest News

Seed/BiotechSyngenta Ranked A Top 10 Biotech Employer For Third tim…
October 20, 2014
Syngenta ranked in the top 10 among the world’s top biotech employers, according to an annual survey conducted by Science magazine. Read More
CropLife 100Wheat Growers Break Ground For New Facility At Kennebec
October 20, 2014
Wheat Growers has broke ground for a state-of-the-art shuttle loader grain handling, fertilizer and agronomy facility in Kennebec, SD. Read More
FertilizerVerdesian Life Sciences Signs Agreement With Los Alamos…
October 20, 2014
Verdesian Life Sciences has signed a licensing agreement with Los Alamos National Laboratory to develop and market LANL’s latest nitrogen enhancement technology for plants. Read More
MicronutrientsStoller Group Announces Groundbreaking At New Office Bu…
October 20, 2014
Jerry Stoller, founder and president of Stoller Group, announced the groundbreaking at the site of the company’s future headquarters in Read More
Crop InputsBioSafe Systems Opens New Production Facility In Nevada
October 20, 2014
BioSafe Systems has completed construction of a state-of-art production facility in Sparks, NV, for its line of activated peroxygen products. Read More
Crop InputsPlatform Specialty Products To Acquire Arysta LifeScien…
October 20, 2014
Once the acquisition is complete, Platform Specialty Products will combine Arysta LifeScience with previously acquired companies Agriphar and Chemtura Crop Solutions. Read More
Seed/BiotechEPA Approves Dow’s Enlist Duo Herbicide
October 15, 2014
The Enlist Weed Control System, breakthrough technology to fight resistant and tough weeds, has received the long-awaited green light from federal regulatory authorities. Read More
MicronutrientsGypsum On Farms Could Help Keep Water Clean, Not Green
October 14, 2014
Gypsum, which has roots in the past as a farm soil treatment, also may have a bright future, and not just as a booster of crops but also as a protector of water. Read More
Photo credit: The United Soybean Board/The Soybean Checkoff.
Crop InputsVerdesian Grows Sales Staff
October 14, 2014
The new account managers will drive sales growth and support relationships with key customers in the plant nutrition and seed treatment and inoculants product categories. Read More
WebinarsUpcoming Webinars
October 14, 2014
Register for one of our upcoming Webinars or access our archive of past Webinars to view recordings of presentations that may be of interest to you. Read More
CropLife 100The Andersons Purchases Six Grain Elevators, Four Agron…
October 14, 2014
The Andersons has acquired Auburn Bean and Grain of Auburn, MI, which will increase the storage capacity of its Grain Group by about 13%. Read More
StewardshipThree Ohio Ag Retailers Honored With 4R Certification
October 13, 2014
The 4R Nutrient Stewardship Certification Program has announced its first three agriculture nutrient service providers to achieve certified status. Read More
Eric SfiligojEntering Agriculture’s New Phase
October 13, 2014
The market’s giddy ride the past few years might be coming to an end in 2015, warns one industry insider. Read More
Eric SfiligojWar And Green Peace
October 11, 2014
A one-time member of Green Peace recently explained why he left the organization after 15 years. Read More
StewardshipCover Crops Add To Farm Sustainability
October 10, 2014
Farmers nationwide find cover crops to be a tool that helps groundwater, prevents erosion, builds soil quality and complements existing best management practices. Read More
EquipmentMeeting Changing Liquid Storage Needs
October 10, 2014
Tank and containment choices are expanding with shifts in farming practices and the economy. Read More
StewardshipEDF Launches Initiative To Reduce Fertilizer Pollution …
October 9, 2014
The effort will engage farmers and businesses throughout the supply chain to transform the way fertilizer-dependent grain crops are grown and sourced. Read More
ManagementMACA 2014: The State Of The Agricultural Industry, And …
October 9, 2014
The trade association’s annual gathering featured speakers from across agriculture and beyond. Read More