DEERFIELD, Ill.--(Business Wire)--
CF Industries Holdings, Inc. (NYSE: CF) today announced that its board of
directors has rejected Agrium Inc.`s (TSX: AGU) (NYSE: AGU) latest revised offer
to acquire all outstanding shares of CF Industries. Following a review of
Agrium`s latest revised offer with management and its legal and financial
advisors, the CF Industries board of directors concluded that the offer
continues to substantially undervalue the company and is not in the best
interests of CF Industries and its stockholders.
Agrium's latest revision to its offer added $5.00 in cash per share, which is
only $0.58 above the $4.42 per share increase in CF Industries' cash position
during the first quarter of this year. Since February 24, 2009, the day before
Agrium made its initial offer, the overall stock market is up significantly, and
there has been an increase of 36.9% in the average stock price for the peer
group1. With the latest revised offer, the nominal value of Agrium`s offer has
increased by only 22.5% since it was first made.
"Our board and management team are committed to providing superior value to our
stockholders," said Stephen R. Wilson, chairman, president and chief executive
officer of CF Industries. "Agrium has not significantly changed the terms of its
offer since it was first made and the board believes that the offer continues to
substantially undervalue CF Industries. The board concluded that the continued
execution of its strategic plan, including the company`s proposed business
combination with Terra Industries, will deliver superior value to CF Industries
stockholders."
Morgan Stanley and Rothschild are acting as financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is acting as legal counsel to CF Industries.
About CF Industries
CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, is the
holding company for the operations of CF Industries, Inc. CF Industries, Inc. is
a major producer and distributor of nitrogen and phosphate fertilizer products.
CF Industries operates world-scale nitrogen fertilizer plants in Donaldsonville,
Louisiana and Medicine Hat, Alberta, Canada; conducts phosphate mining and
manufacturing operations in Central Florida; and distributes fertilizer products
through a system of terminals, warehouses, and associated transportation
equipment located primarily in the Midwestern United States. The company also
owns a 50 percent interest in KEYTRADE AG, a global fertilizer trading
organization headquartered near Zurich, Switzerland. Additional information on
CF Industries is found on the company's website at www.cfindustries.com.
Additional Information
This press release is neither an offer to purchase nor the solicitation of an
offer to sell any securities. CF Industries Holdings, Inc. ("CF Industries")
previously filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as
amended, the "Solicitation/Recommendation Statement") with the Securities and
Exchange Commission (the "SEC") with respect to the exchange offer commenced by
Agrium Inc. Investors and security holders of CF Industries are urged to read
the solicitation/recommendation statement and other relevant materials as they
become available, because they will contain important information.
This press release relates to the offer (the "Offer") by CF Industries through
its direct wholly-owned subsidiary, Composite Acquisition Corporation
("Composite Acquisition"), to exchange each issued and outstanding share of
common stock (the "Terra common stock") of Terra Industries Inc. ("Terra") for
0.4235 shares of CF Industries common stock. This press release is for
informational purposes only and does not constitute an offer to exchange, or a
solicitation of an offer to exchange, Terra common stock, nor is it a substitute
for the Tender Offer Statement on Schedule TO or the preliminary
Prospectus/Offer to Exchange included in the Registration Statement on Form S-4
(Reg. No. 333-157462) (including the Letter of Transmittal and related documents
and as amended from time to time, the "Exchange Offer Documents") previously
filed by CF Industries and Composite Acquisition with the SEC. The Registration
Statement has not yet become effective. The Offer is made only through the
Exchange Offer Documents. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
In connection with the solicitation of proxies for the 2009 annual meeting of
stockholders of Terra, CF Industries and its wholly-owned subsidiary CF
Composite, Inc. ("CF Composite") filed a revised preliminary proxy statement
with the SEC on April 7, 2009 and intend to file a definitive proxy statement.
When completed, the definitive proxy statement of CF Industries and CF Composite
and accompanying proxy card will be mailed to stockholders of Terra. INVESTORS
AND SECURITY HOLDERS OF TERRA ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of any
documents filed by CF Industries with the SEC through the web site maintained by
the SEC at www.sec.gov. Free copies of any such documents can also be obtained
by calling Innisfree M&A Incorporated toll-free at (877) 456-3507.
CF Industries, CF Composite, their respective directors and executive officers
and the individuals nominated by CF Composite for election to Terra`s board of
directors are participants in the solicitation of proxies from Terra
stockholders for Terra`s 2009 annual meeting of stockholders. Information
regarding such participants and a description of their direct and indirect
interests in such solicitation, by securities holdings or otherwise, is
contained in the revised preliminary proxy statement filed by CF Industries with
the SEC on April 7, 2009. CF Industries and its directors and executive officers
will be participants in any solicitation of proxies from Terra stockholders or
CF Industries stockholders in respect of the proposed transaction with Terra.
Information regarding CF Industries` directors and executive officers is
available in the supplement to its proxy statement for its 2009 annual meeting
of stockholders, which was filed with the SEC on April 7, 2009, and a
description of their direct and indirect interests in such solicitation, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus filed in connection with the proposed transaction with
Terra.
Safe Harbor Statement
Certain statements contained in this press release may constitute
"forward-looking statements." All statements in this press release, other than
those relating to historical information or current condition, are
forward-looking statements. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond our control, which
could cause actual results to differ materially from such statements. Risks and
uncertainties relating to the proposed transaction include: Terra`s failure to
accept CF Industries` proposal and enter into definitive agreements to effect
the transaction; our ability to obtain shareholder, antitrust, regulatory and
other approvals on the proposed terms and schedule; uncertainty of the expected
financial performance of CF Industries following completion of the proposed
transaction; CF Industries` ability to achieve the cost-savings and synergies
contemplated by the proposed transaction within the expected time frame; CF
Industries` ability to promptly and effectively integrate the businesses of
Terra and CF Industries; and disruption from the proposed transaction making it
more difficult to maintain relationships with customers, employees or suppliers.
Additional risks and uncertainties include: the relatively expensive and
volatile cost of North American natural gas; the cyclical nature of our business
and the agricultural sector; changes in global fertilizer supply and demand and
its impact on the selling price of our products; the nature of our products as
global commodities; intense global competition in the consolidating markets in
which we operate; conditions in the U.S. agricultural industry; weather
conditions; our inability to accurately predict seasonal demand for our
products; the concentration of our sales with certain large customers; the
impact of changing market conditions on our forward pricing program; the
reliance of our operations on a limited number of key facilities; the
significant risks and hazards against which we may not be fully insured;
reliance on third party transportation providers; unanticipated adverse
consequences related to the expansion of our business; our inability to expand
our business, including the significant resources that could be required;
potential liabilities and expenditures related to environmental and health and
safety laws and regulations; our inability to obtain or maintain required
permits and governmental approvals or to meet financial assurance requirements;
acts of terrorism; difficulties in securing the supply and delivery of raw
materials we use and increases in their costs; losses on our investments in
securities; loss of key members of management and professional staff; recent
global market and economic conditions, including credit markets; and the other
risks and uncertainties included from time to time in our filings with the SEC.
Except as required by law, we undertake no obligation to update or revise any
forward-looking statements.
1 The peer group mentioned above includes Intrepid, Israel Chemicals, K + S,
Mosaic, Potash and Yara, expressed on a U.S. dollar basis.
CF Industries Holdings, Inc.
Charles A. Nekvasil, 847-405-2515
Director, Public and Investor Relations
CNekvasil@cfindustries.com
or
Brunswick Group LLC
Susan Stillings/Monika Driscoll, 212-333-3810
or
Innisfree M&A Incorporated
Alan Miller, 212-750-5833
Copyright Business Wire 2009
