Yara Signs Merger Agreement With Terra

Yara International ASA has signed a cash merger agreement with Terra Industries Inc. at a price of $41.10 per Terra share, representing a market capitalization of Terra of $4.1 billion. The transaction will give Yara an improved position in the U.S., and is planned to be supported by a Yara rights issue of $2.0-2.5 billion.

The agreed Terra share price of $41.10 represents a premium of 23.6% above the closing price on 12 February 2010.

"Yara is committed to the U.S. market, and this transaction presents an attractive opportunity for both companies to strengthen their positions in the U.S. Yara and Terra are a perfect fit, and the combination will elevate Yara to a truly global leader in the industry. Both companies are strong in ammonia and nitrates, and have complementary geographical footprints. Terra’s ammonia and upgraded fertilizer distribution system in the U.S. will be combined with Yara’s global sourcing and optimization capabilities as the world’s largest producer and trader of fertilizer and ammonia", says Jørgen Ole Haslestad, president and CEO of Yara International ASA.

Terra owns and operates six nitrogen manufacturing facilities in North America and owns a 50% interest in joint ventures in Trinidad and the UK, the latter in partnership with Yara. Terra has total production capacities of approximately 3.6 million tons ammonia, 3.0 million tons UAN, 1.2 million tons AN, 0.3 million tons urea and 0.3 million tons NPK, including those from its equity shares in its joint ventures. The company reported in 2008 and for twelve months ended 30 September 2009, turnover of $2.9 billion and $1.9 billion respectively, and net income of $641 million and $321 million, respectively. Terra has approximately 940 employees in the U.S. and Canada.

"We have signed the merger agreement on the basis of Yara’s proven M&A value creating track record, a positive fertilizer market outlook and the improved competitive edge of U.S. nitrogen producers. The structural changes over the last years in the global and U.S. gas market with ample LNG and shale gas have strongly improved the U.S. producers cost position. North American producers are in addition benefiting from logistical advantages as the U.S. will continue to need large imports of nitrogen, and the high construction costs for new plants now favor existing production capacity", Ole Haslestad says.

Yara has identified yearly cost synergies with pre-tax effects of $60 million to be harvested within a year after closing. In addition, Yara is targeting soft synergies of the same magnitude, including improved utilization and optimization of logistical systems.

Terra has delivered an average annual adjusted EBITDA of $613 million over the last three years ending September 2009. The estimated enterprise value of $4.3 billion corresponds to an EBITDA multiple of 7.0 before synergies and 5.9 after synergies.

The transaction has been unanimously approved by Yara’s Board of Directors and unanimously approved by Terra’s Board of Directors. The closing of the transaction is subject to customary closing conditions, including the approval by Terra’s shareholder meeting, the approval by Yara’s general meeting of the rights issue and approvals from relevant regulatory authorities. The transaction is currently planned to be closed around June 2010. The transaction is not subject to other financing conditions than the approval by Yara’s general meeting of the rights issue.

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 100Pinnacle Agriculture Acquires Minnesota Retailer
April 14, 2015
Pinnacle Agriculture Holdings, LLC, ranked No. 6 on the CropLife 100,  has successfully acquired Liebl Ag, LLC in Ada, MN.  Read More
CropLife 100CHS, Aurora Cooperative Complete Fertilizer Storage, Grain Shuttle Loading Facility
April 13, 2015
CHS Inc., the nation’s leading cooperative and ranked No. 5 on the CropLife 100, and Aurora Cooperative (ranked No. 21) Read More
CropLife 100GROWMARK Acquires Missouri Refined Fuels Terminal
April 2, 2015
Bloomington, IL-based GROWMARK and Magellan Pipeline Co. have entered into an agreement in which GROWMARK will acquire the refined fuels Read More
CropLife 100Wilbur-Ellis Acquires South Dakota Retailer
April 2, 2015
Wilbur-Ellis Co.’s Agribusiness Division, a recognized leader in precision agriculture technology and the distribution and marketing of plant protection, seed Read More
CropLife 100The McGregor Co. Closes Smith-Kem Acquisition
April 2, 2015
The McGregor Co. — ranked No. 16 on the CropLife 100 list of largest U.S. ag retailers — has completed Read More
CropLife 100BRANDT Commemorates National Ag Day
March 20, 2015
The Illinois agriculture community gathered at BRANDT global headquarters on March 18 to celebrate National Ag Day behind this year's theme Sustaining Future Generations. Read More
Latest News
StewardshipTFI Announces Renewed Financial Commitment To Fertilize…
April 24, 2015
Today, The Fertilizer Institute’s (TFI) President Chris Jahn announced that TFI and over 100 partners will more than double existing Read More
Industry NewsMACA Names New Ambassador Coordinator
April 23, 2015
The Mid America CropLife Association (MACA) has named Michelle Kilper as its new Ambassador Coordinator. Michelle is a graduate of Read More
ManagementAg Retailer’s Role In Local Policy Making; Raising The …
April 23, 2015
CropLife’s Paul Schrimpf and Eric Sfiligoj review their recent travels, precision ag efforts in Washington, DC, and the role of Read More
TMX-2050 In-Cab Display Launch Run Screen
Precision AgIn-Cab Computing 2015: Connectivity, Compatibility Take…
April 23, 2015
In terms of in-cab computing solutions for the agriculture market, companies like Case IH, Topcon, Trimble, John Deere and Raven Read More
USDA
StewardshipUSDA Outlines Building Blocks For Climate Smart Agricul…
April 23, 2015
Today, the USDA has announced a comprehensive and detailed approach to support farmers, ranchers, and forest land owners in their Read More
Industry NewsArysta LifeScience Welcomes New Territory Sales Manager
April 23, 2015
Arysta LifeScience North America recently announced the addition of Kaitlyn Acaster to the Canadian sales team. Acaster will fill the Read More
Crop InputsMarrone Bio Innovations Opens New Research Greenhouse
April 23, 2015
Marrone Bio Innovations, Inc. (MBI), a leading provider of bio-based pest management and plant health products for the agriculture, turf Read More
Crop InputsDuPont Acquires Taxon Biosciences
April 23, 2015
DuPont has agreed to acquire Taxon Biosciences, Inc., a leading microbiome discovery company. This acquisition will build on DuPont’s in-house capabilities Read More
Farmer on tablet
ManagementStudy: Consumers Don’t Care If U.S. Farmers Feed …
April 23, 2015
“We’re feeding the world” is a mantra often used by those involved in farming and food to build support for Read More
Industry NewsCorporate Responsibility Magazine Names Monsanto One Of…
April 22, 2015
Corporate Responsibility Magazine (CR Magazine) named Monsanto Co. to its 100 Best Corporate Citizens List for 2015. This is the Read More
FertilizerSpring Nitrogen Management: Form And Timing
April 22, 2015
Most corn producers have planned their spring nitrogen program for 2015, and many have already started to implement their program. Read More
FMC 3Rive 3D
Industry NewsFMC Corp. Completes Acquisition Of Cheminova
April 22, 2015
FMC Corp. has completed the closing of its acquisition of Cheminova A/S, a multinational crop protection company based in Denmark Read More
SoftwareSyngenta Expands AgriEdge Excelsior Nationwide For 2015
April 22, 2015
Growers across the country can now take the guesswork out of improving their farm’s production, land value, farm stewardship and Read More
Cornfield near Sioux City Iowa
HerbicidesU.S. Regulators May Start Testing Food For Glyphosate R…
April 21, 2015
U.S. regulators may start testing food products for residues of the world’s most widely used herbicide, EPA told Reuters’ Carey Read More
FungicidesBRANDT Adds Zonix Biofungicide To Portfolio
April 21, 2015
BRANDT has added Zonix biofungicide to its rapidly expanding line of organic and sustainable products. Zonix is a contact fungicide that Read More
ManagementMissouri Experts: Spring Planting Slow Start Won’…
April 20, 2015
In the first of the agronomy teleconferences with Extension specialists, University of Missouri Extension climatologist Pat Guinan said the slow Read More
Carl Casale of CHS
Industry NewsCooperative CHS Reports Net Income Of $471.5 Million Fo…
April 20, 2015
CHS Inc., the nation’s leading farmer-owned cooperative and a global energy, grains and foods company, has announced company net income Read More
Industry NewsCHS Insurance Names New Director Of Sales
April 17, 2015
Bryan Lewis has been named director of sales for CHS Insurance, the nation’s largest agribusiness insurance broker and full-service insurance Read More