CF Industries Holdings, Inc has started litigation in Maryland to compel Terra Industries Inc. to hold its annual meeting promptly.CF Industries took this latest step on Aug. 31 in a renewed bid to purchase Terra Industries.
CF’s most recent exchange offer for all of the outstanding shares of Terra has expired and is not being extended. Terra’s board of directors rejected CF’s latest offer just days before.
“We believe that Terra is legally required to hold its annual meeting promptly. Under Maryland law, annual meetings must be held on an annual basis, and Terra’s last annual meeting was nearly 16 months ago,” says Stephen R. Wilson, chairman, president, and CEO of CF Industries. “We look forward to Terra stockholders having the opportunity to show their support for our proposed business combination by voting for CF Industries’ nominees at Terra’s annual meeting. Our proposal provides an exchange ratio premium of more than 35 percent, as well as real and substantial synergies.”
Wilson continues, “Terra’s annual meeting has always been the key event for CF Industries to advance its proposal for a business combination, and we are confident Terra stockholders will show their support. Given that the Terra board has rejected our proposal and the exchange offer could not be consummated without Terra board approval, we do not see any purpose in continuing to extend the exchange offer.”
(Source: CF Industries)