CF Industries Holdings, Inc. has announced that 87,629,266 shares of Terra Industries Inc. common stock, representing approximately 87.5% of the outstanding shares of Terra common stock, had been validly tendered and accepted for payment in its exchange offer.
CF Industries has extended the subsequent offering period until 5:00 p.m., New York City time, on Wednesday, April 14, 2010, unless further extended. During the extension of the subsequent offering period, any shares validly tendered 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 to Terra stockholders who previously tendered into the exchange offer.
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tendered during the subsequent offering period may not be tendered by the guaranteed delivery procedure and may not be withdrawn.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.