* CF to offer 0.4235 shares for every Terra share
* CF to launch exchange offer mid-month
* CF plans to nominate three directors for Terra's board
* Terra again says CF's bid is too low
NEW YORK, Feb 3 Fertilizer maker CF Industries
Holdings Inc (CF.N) on Tuesday said it plans to launch a
hostile bid for rival Terra Industries Inc TRA.N later this
month, moving forward with a bid that Terra has already
CF also said it plans to nominate three directors to
replace three members of Terra's board at this year's annual
CF said it plans to start an exchange offer for Terra's
common stock at the middle of the month. The offer would give
Terra shareholder 0.4235 CF shares, currently worth about
$20.66, for every Terra share.
Terra shares closed at $21.09 on the New York Stock
Exchange on Tuesday.
Terra reiterated that it believes CF's bid does not present
a compelling value for shareholders, as it is too low. It also
said that many of its major shareholders have expressed support
of Terra and its strategy.
"While we believe the Terra stockholders will support a
combination by voting for our nominees, our preference
continues to be to enter into a negotiated transaction," CF
Industries Chief Executive Stephen Wilson said in a statement.
"We are confident that our offer represents full and fair
Terra has a classified board with staggered terms. Three
directors will be elected to serve a three-year term at this
year's annual meeting.
While it does not have a 'poison pill' shareholder right's
plan, it is incorporated in Maryland, which has some takeover
laws that are favorable to targets.
(Reporting by Michael Erman; Editing by Bernard Orr)