UpdateUS CF says offer for Terra is fair

04 November 2009 14:38  [Source: ICIS news]

(Adds CF response, updates throughout)

HOUSTON (ICIS news)--US fertilizer maker CF Industries said on Wednesday that its rejected cash and stock offer to acquire nitrogen fertilizer company Terra Industries was fair.

Earlier on Wednesday, Iowa-based Terra said its board of directors rejected Illinois-based CF’s proposal to acquire Terra for $32.00/share in cash and 0.1034 of a share of CF common stock for each share of Terra common stock (including the $7.50 per share special cash dividend declared by Terra).

“CF has made a full, fair and compelling offer, which provides Terra stockholders with certainty of value and closing, and we are confident that Terra stockholders will show their support for its offer by voting for CF Industries’ three highly qualified, independent nominees at Terra's annual meeting on 20 November,” said CF president and chief executive Stephen Wilson.

Terra said it rejected the offer because it significantly undervalued Terra’s near-term and long-term prospects, including the fact that the offer was based on estimated earnings before interest, tax, depreciation and amortisation (EBITDA) for 2010 of $525m (€357m), significantly below Terra’s estimated $694m.

 ($1 = €0.68)

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By: Frank Zaworski
+1 713 525 2653

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