* Exchange offer expires on April 2
* CF says offer is far superior to Yara's in value
* Terra says board to review offer
* Terra shares up 2.1 percent
* CF shares down 3.5 percent
(Adds Terra shareholder comment, Terra board response, updates
share movement, adds NEW YORK to dateline)
By Euan Rocha and Ernest Scheyder
TORONTO/NEW YORK, March 5 Fertilizer maker CF
Industries (CF.N) formally launched an exchange offer for all
of the outstanding shares of Terra Industries TRA.N, claiming
its offer is superior to Yara's current offer for the company.
Earlier this week, CF relaunched its hostile bid for Terra,
betting that a higher price of $4.75 billion would help it
break up Terra's planned takeover by Norway's Yara
International (YAR.OL). [ID:nN02142573]
Terra said its board will review the offer and contrast it
with Yara's offer. The company did not provide a timeline for
the review and encouraged its shareholders to do nothing in the
Shares of Terra rose 2.1 percent to $45.72 in afternoon
trading, while shares of CF were down 3.5 percent at $104.48.
CF's bid for Terra had already been cleared by regulatory
authorities when it was originally proposed a year ago.
"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," CF Chief Executive Stephen Wilson said in
"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," he said.
CF said its exchange offer will expire on April 2.
CF, which is currently fighting off a hostile takeover
attempt from Agrium Inc (AGU.TO), said its offer consists of
$37.15 in cash and 0.0953 CF share for each Terra share, or
about $47.46 based on Thursday's closing prices.
Jeffrey Doppelt, who says he controls about 147,500 shares
of Terra together with his family, called CF's boosted offer
"fair" and said he would be surprised if it did not go
"I think this is a deal that makes sense," Doppelt told
Reuters. "I certainly like this deal better than an all-cash
The deal would dilute the stake of current CF shareholders
and would create one of the continent's largest producers of
nitrogen, an essential fertilizer for farmers.
(Reporting by Ernest Scheyder and Euan Rocha, editing by Dave
Zimmerman and Matthew Lewis)