Terra sets date for meeting, still opposed to CF Industries deal

By Lisa Kerner

Charlotte, N.C., Sept. 8 - Terra Industries Inc. announced it will hold its annual meeting of shareholders on Nov. 20.

The record date for the meeting is Oct. 9.

As previously reported, CF Industries Holdings, Inc. began legal proceedings in late August to compel Terra to hold its annual meeting "promptly." CF Industries plans to nominate three directors for election to Terra's board at the meeting.

Terra, in a letter to its shareholders on Tuesday, said it believes CF Industries' latest proposal to acquire Terra is opportunistic and undervalues the company.

As previously reported, CF Industries offered to acquire Terra for a fixed exchange ratio of 0.465 of a share of CF Industries for each Terra common share.

CF Industries terminated its exchange offer for Terra's shares on Aug. 31 without purchasing any shares, Terra said.

According to Terra, the continued execution of its strategic plan, featuring upgraded products expansion and possible asset acquisitions, "will deliver more value to shareholders than CF's offer with significantly less risk."

"Our significant cash balances, in excess of $1 billion at Aug. 28, 2009, and our strong balance sheet enable us to pursue opportunities to acquire assets that complement our business and fit our market direction and long-term industry trends," the letter to Terra shareholders said.

Terra also questioned CF Industries' projected synergies should the companies combine and expressed doubt that CF Industries shareholders would approve a transaction with Terra in light of the bid by Agrium Inc., a Calgary, Alta., fertilizer company.

As previously reported, Agrium extended its tender offer for CF Industries to midnight ET on Sept. 22 from Aug. 19.

In exchange for each CF Industries share, shareholders will receive $40 in cash plus one Agrium share.

CF Industries rejected Agrium's offer in favor of pursuing a deal with Terra, a Sioux City, Iowa, nitrogen products company.

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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