CF Industries Certifies Substantial Compliance with Second Request in Connection with Terra Industries Combination
CF Industries Extends Exchange Offer for Terra to August 7, 2009
DEERFIELD, Ill.--(Business Wire)--
CF Industries Holdings, Inc. (NYSE: CF) announced today that on Monday, July 6,
2009, it filed a certification with the United States Federal Trade Commission
(FTC) that it has substantially complied with the FTC`s request for additional
information (Second Request), which CF Industries received on June 3, 2009, in
connection with its proposed business combination with Terra Industries Inc.
(NYSE: TRA). Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (HSR Act), absent the FTC challenging CF Industries` substantial compliance
with the Second Request, the premerger waiting period will expire at 11:59 p.m.,
Eastern time, on Wednesday, August 5, 2009.
"We are pleased with the steady progress we have made in obtaining regulatory
clearance of our proposed business combination with Terra," said Stephen R.
Wilson, chairman, president and chief executive officer of CF Industries.
Effective May 27, 2009, Agrium Inc. (TSX: AGU) (NYSE: AGU) withdrew its notice
under the HSR Act with respect to its offer for CF Industries for the second
consecutive time and, nearly six weeks later, has still not re-filed its notice
with the FTC.
CF Industries also announced today that it has extended the expiration date of
its exchange offer for all of the outstanding shares of Terra common stock until
5:00 p.m., Eastern time, Friday, August 7, 2009, unless further extended. The
offer had been scheduled to expire at 5:00 p.m., Eastern time, on Friday, July
10, 2009. All other terms and conditions of the exchange offer remain unchanged.
As of the close of business on July 3, 2009, a total of 2,860,681 shares of
Terra common stock had been tendered into the exchange offer.
Morgan Stanley and Rothschild are acting as financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is acting as legal counsel to CF Industries.
Additional information for Investors, Employees, Customers and the Agribusiness
Community is available at www.transactioninfo.com/cfindustries or
www.cfindustries.com.
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 relates to the offer (the "Offer") by CF Industries Holdings,
Inc. ("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 Securities and
Exchange Commission (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.
This press release is neither an offer to purchase nor the solicitation of an
offer to sell any securities. CF Industries previously filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Solicitation/Recommendation Statement") with 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.
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.
CF Industries Holdings, Inc.
Charles A. Nekvasil
Director, Public and Investor Relations
847-405-2515 -- CNekvasil@cfindustries.com
or
Susan Stillings / Monika Driscoll, 212-333-3810
Brunswick Group LLC
or
Alan Miller, 212-750-5833
Innisfree M&A Incorporated
Copyright Business Wire 2009
© Thomson Reuters 2009 All rights reserved



