CF Industries, Terra Industries Agree To Combine

CF Industries Holdings, Inc. and Terra Industries Inc. have entered into a definitive merger 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.

"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," says 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."

"Terra’s board of directors believes that this transaction offers our stockholders a very significant premium for their shares," says Henry Slack, chairman of the board of Terra. "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."

"On behalf of Terra’s 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," says 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 Terra’s facilities together expand the combined company’s domestic reach.

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