Terra Board Comments On CF Industries’ Latest Approach

Terra Industries Inc. has said CF Industries Holdings, Inc.’s recent proposed merger agreement to Terra contains the same economic terms as its proposal from November 1, together with a 30-day “go shop” provision subject to a break-up fee and expense reimbursement. Terra’s Board of Directors previously rejected CF’s proposal as financially inadequate, and has once again concluded that the proposed merger agreement does not provide any basis for engagement with CF.

• Plus: CF Industries’ Director Nominees Elected To Terra Board

During the weeks leading up to the Annual Meeting, Terra shareholders, including those who voted for CF, delivered a consistent message to Terra’s Board and management team that CF’s proposal to acquire Terra for $24.50 in cash and 0.1034 of a share of CF common stock is inadequate. At Terra’s Annual Meeting, it appears that only 38% of the outstanding shares unaffiliated with CF voted in favor of CF’s nominees. Excluding the approximately 7% of Terra’s outstanding shares that are owned by CF, the preliminary voting results indicate that CF’s nominees were elected by a very narrow margin of approximately 2%, underscoring the absence of any mandate for CF’s inadequate proposal.

“As I said at our Annual Meeting, our shareholders have provided us with many differing perspectives and we welcome that input and will take all views into account,” says Michael Bennett, Terra President and Chief Executive Officer. “Nothing about the vote changed the value of CF’s proposal. We continue to believe that Terra’s current strategy, which capitalizes on our attractive product mix, diversified customer base and geographic advantages, will deliver greater value than CF’s proposal. Accordingly, our focus continues to be executing on our strategy to deliver results for Terra shareholders.”

Terra is well-positioned to benefit significantly from an expected upsurge in demand for nitrogen as the economic recovery continues. Terra’s 2010 EBITDA estimate of $694 million underscores Terra’s strong prospects, and the inadequacy of CF’s latest proposal. Year-to-date, Terra’s share price has appreciated approximately 130%. The entire fertilizer sector – and Terra in particular – will benefit from an anticipated strong growing season, strengthening corn and nitrogen prices and moderate gas costs. Terra shareholders will receive their $7.50 per share special cash dividend on December 11, and Terra remains committed to returning profits to shareholders in the form of dividends and buybacks. Over the past four years, Terra has returned more than $1 billion to shareholders in this manner.

Once the election results are certified, Terra’s Board will welcome three new directors, John N. Lilly, David A. Wilson, and Irving B. Yoskowitz. In addition, the Board, by unanimous vote of the directors whose terms do not expire this year, has taken steps to expand to eleven members, to be effective at that time, so that Terra’s three highly-qualified and experienced independent directors, Martha O. Hesse, Dennis McGlone and Henry R. Slack, will continue to serve on the Board. The Board believes that Terra’s shareholders will benefit the most by combining this experience with the new perspective of the three additions to the Board.

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
Top 100 Articles
CropLife 100Wheat Growers, North Central Farmers Elevator Pursue Merger
March 3, 2015
Two CropLife 100 retailers — South Dakota Wheat Growers (ranked No. 11) and North Central Farmers Elevator (No. 19) — have entered into a Letter of Intent to unify the two companies into a newly named cooperative. Read More
Growmark Group
CropLife 100GROWMARK In 2015: Back, To The Future
March 2, 2015
The nation’s third largest ag retail organization is simultaneously moving forward while remembering its past. Read More
CropLife 100Pinnacle Expands Sanders Brand In The South
February 27, 2015
Pinnacle has acquired Hopkins Seed and Chemical in Qulin, MO, which expands the company's Sanders brand to nine Southern states. Read More
CropLife 100Pinnacle Launches New Providence Agriculture Location In Indiana
February 27, 2015
Pinnacle Agriculture Holdings — ranked No. 6 on the CropLife 100 — has established a new retail location in New Castle, IN, which will operate as part of Pinnacle's Providence Agriculture brand. Read More
CropLife 100Cooperative CHS Returns $518 Million To Owners
February 23, 2015
The 2015 cash return to owners is based on CHS net income of $1.1 billion, the company's second highest on record. Read More
corn field
CropLife 100The Andersons’ Humic DG Now Available In Canada
February 13, 2015
The Andersons, Inc. Turf & Specialty Group has announced its Humic DG product is now available to customers in the Canadian turf, agriculture and horticulture markets. Read More
Latest News
CropLife 100Wheat Growers, North Central Farmers Elevator Pursue Me…
March 3, 2015
Two CropLife 100 retailers — South Dakota Wheat Growers (ranked No. 11) and North Central Farmers Elevator (No. 19) — have entered into a Letter of Intent to unify the two companies into a newly named cooperative. Read More
Equipment10 Tips for Spring Planter Preparation
March 3, 2015
Kinze Manufacturing offers advice on how to ensure your planter is ready before you hit the field. Read More
Industry NewsOABA 2015 LAUNCH Program Recognizes 20 New Graduates
March 3, 2015
Twenty Ohio agribusiness leaders are being recognized as the latest graduates of Ohio AgriBusiness Association’s LAUNCH program. Read More
EquipmentNew AGCO Website Helps Customers Shop For Certified Pre…
March 3, 2015
RoGator sprayers are among the wide range of CPO equipment available through AGCO's site. Read More
Enlist spray Demo
HerbicidesGuiding New Herbicide Systems’ Launches
March 3, 2015
Under careful watch, the new 2,4-D- and dicamba-tolerant crops hit more acres this season. Read More
Eric SfiligojCommodity Classic 2015: Playing The Waiting Game
March 2, 2015
There was plenty of future-talk at this year’s event as companies (and growers) are largely in a holding pattern of sorts. Read More
Industry NewsHighway Equipment Appoints New Director Of Business Dev…
March 2, 2015
Cory Venable, who joined Highway Equipment Company (HECO) in 2013 as OEM Account Manager, has been promoted to Director of Business Development. Read More
Prairieland FS employees
Eric SfiligojWorkforce Worries
March 2, 2015
Finding good employees almost always ranks as the No. 1 or No. 2 problem for ag retailers in our annual CropLife 100 survey. Read More
Growmark Group
CropLife 100GROWMARK In 2015: Back, To The Future
March 2, 2015
The nation’s third largest ag retail organization is simultaneously moving forward while remembering its past. Read More
CropLife 100Pinnacle Expands Sanders Brand In The South
February 27, 2015
Pinnacle has acquired Hopkins Seed and Chemical in Qulin, MO, which expands the company's Sanders brand to nine Southern states. Read More
CropLife 100Pinnacle Launches New Providence Agriculture Location I…
February 27, 2015
Pinnacle Agriculture Holdings — ranked No. 6 on the CropLife 100 — has established a new retail location in New Castle, IN, which will operate as part of Pinnacle's Providence Agriculture brand. Read More
2,4-D Celebrates 70 Years; GROWMARK Uses Super Bowl Ad To Share Positive Message
Management2,4-D Celebrates 70 Years; GROWMARK Uses Super Bowl Ad …
February 27, 2015
Jim Gray, executive director of the 2,4-D Research Task Force, lays out planned activities to mark the chemistry’s 70th anniversary. Read More
HerbicidesUniversity Of Arkansas Flag The Technology Program Adds…
February 27, 2015
Started in 2010, the Flag the Technology program provides a visual reference for applicators to distinguish between fields planted with different herbicide-tolerant trait technologies. Read More
Luckey Farmers, Inc.’s Berkey Farm Center
Industry NewsLuckey Farmers’ Berkey Branch Certified In 4R Nut…
February 26, 2015
The 4R Nutrient Stewardship Certification Program has announced Luckey Farmers Inc.’s Berkey Farm Center in northwest Ohio has been added to its growing list of nutrient service providers to achieve certified status. Read More
Crop InputsWinField Unveiling NutriVision Technology, Ascend Dry F…
February 24, 2015
New for 2015 are NutriVision Technology, a unique tool for monitoring in-season plant nutrient availability, and Ascend WSG plant growth regulator, a new dry formulation of Ascend plant growth regulator. Read More
FertilizerNew Formulation Of NutriSphere-N Protects High Volume U…
February 24, 2015
Verdesian Life Sciences is launching NutriSphere-N HVTM, a new polymer formulation of the proven NutriSphere-N Nitrogen Fertilizer Manager that protects high-volume applications of UAN. Read More
EquipmentIowa Ag Secretary Northey Names Hagie Water Quality Lea…
February 24, 2015
Iowa Secretary of Agriculture Bill Northey has named Hagie Mfg. as a recipient of the Secretary’s Water Quality Initiative (WQI) Leader Award. Read More
FungicidesEvito Fungicide Gives Canadian Wheat Growers New Diseas…
February 24, 2015
EVITO fungicide from Arysta LifeScience North America gives Canadian wheat and barley growers a new option for disease control. Read More