CF Industries Commences Exchange Offer

CF Industries Holdings, Inc. has commenced an exchange offer for all of the outstanding shares of Terra Industries Inc. common stock for $37.15 in cash and 0.0953 of a share of CF Industries common stock for each Terra share. The offer has a total value of $47.46 per share based on CF Industries closing price on Thursday, March 4, 2010. The company has filed a prospectus/offer to exchange on Form S-4 with the U.S. Securities and Exchange Commission.

"Our offer is far superior to Yara’s in value, timing and certainty of closing," says Stephen R. Wilson, chairman, president and chief executive officer of CF Industries. "Any offer from Yara must be heavily discounted since it would take at least four months to close, compared to under 30 days for our offer. Yara’s offer should be discounted further for the significant risks to closing, such as a required two-thirds stockholder vote, required legislative action, and U.S. and European anti-trust approvals. We are the best acquirer of Terra because of the substantial synergies only we can achieve, and we look forward to putting our two great companies together."

The prospectus/offer to exchange sets forth the terms and conditions to the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time on April 2, 2010.

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