CF Industries questions Terra Industries' request for shareholder list

By Lisa Kerner

Charlotte, N.C., April 14 - CF Industries Holdings, Inc. asked Terra Industries Inc. president and chief executive officer Michael L. Bennett why his company was more interested in communicating with CF Industries' shareholders than in negotiating a merger agreement with the company.

According to CF Industries, Terra purchased 100 shares of CF Industries stock and demanded a list of the company's stockholders.

In a Tuesday letter to Bennett, CF Industries chairman, president and CEO Stephen R. Wilson also asked why Terra has yet to announce the time and place of its annual meeting.

According to Wilson, Terra's bylaws require the company to hold the meeting no later than May 15.

As previously reported, CF Industries' board of directors recommended that stockholders reject Agrium Inc.'s revised offer to acquire the company in favor of pursuing a deal with Terra.

CF Industries said previously it would agree to an exchange ratio based on $27.50 for each Terra share, with an exchange ratio of not less than 0.4129 of a CF Industries share and not more than 0.4539 of a CF Industries share.

Terra had rejected CF Industries' offer of a fixed exchange ratio of 0.4235 of a CF Industries share for each Terra share. The Sioux City, Iowa, nitrogen products company also rejected CF Industries' unsolicited offer in January.

CF Industries filed preliminary proxy materials with the Securities and Exchange Commission to nominate three independent directors to replace members of Terra's board of directors at Terra's 2009 annual stockholders meeting.

On March 27, Agrium offered CF Industries shareholders $35.00 in cash, up from $31.70, as well as one common share of Agrium for each CF Industries share.

Agrium, a Calgary, Alta., fertilizer company, began its exchange offer for CF Industries on March 16 after CF Industries refused to enter into discussions. The offer expires at midnight ET on May 19.

Deerfield, Ill.-based CF Industries Holdings is the holding company for CF Industries, Inc., a producer and distributor of nitrogen and phosphate fertilizer products.

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