CF Industries’ Terra Acquisition Complete
CF Industries Holdings, Inc. has successfully completed its exchange offer for Terra Industries Inc. common stock and has completed the acquisition of Terra, resulting in Terra becoming a wholly-owned subsidiary of CF Industries. As of the expiration of the subsequent offering period, Terra stockholders had tendered a total of 92,230,296 shares, representing approximately 92.1% of Terra’s outstanding common stock. The subsequent offering period expired at 5:00 p.m., New York City time on April 14, 2010. All shares that were validly tendered in the exchange offer have been accepted for payment.
As CF Industries now owns more than 90% of the outstanding shares of Terra common stock, CF Industries completed the acquisition of Terra on April 15, 2010 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 exchange offer will be converted into the right to receive $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 exchange offer. As of April 15, Terra common stock ceased trading on the New York Stock Exchange.