Engineering News

Terra Industries Rejects CF Industries' Latest Bid Proposal
Wednesday March 11, 2:47 pm ET

SIOUX CITY, Iowa--(BUSINESS WIRE)--Terra Industries Inc. today sent the following letter to CF Industries Holdings, Inc. in response to CF’s letter dated March 9, 2009:

March 11, 2009
Mr. Stephen R. Wilson
Chairman, President and Chief Executive Officer
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, IL 60015
Dear Mr. Wilson:
The Board of Directors of Terra Industries Inc., with the assistance of its financial and legal advisors, has carefully considered your latest proposal to combine our companies. Our Board has unanimously concluded that this most recent version of your proposal continues to run counter to Terra’s strategic objectives, substantially undervalues Terra both absolutely and relative to CF, and would deliver less value to our shareholders than would owning Terra on a stand-alone basis.
Accordingly, we reject your proposal.
/s/ Michael L. Bennett
Michael L. Bennett
President and Chief Executive Officer
/s/ Henry R. Slack
Henry R. Slack
Chairman of the Board
cc: Board of Directors of CF Industries Holdings, Inc., c/o Corporate Secretary, CF Industries Holdings, Inc.

Credit Suisse Securities (USA) LLC is serving as Terra’s financial advisor, and Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Terra. MacKenzie Partners, Inc. is serving as proxy solicitor for Terra.

About Terra

Terra Industries Inc., with 2008 revenues of $2.9 billion, is a leading North American producer and marketer of nitrogen products.

Source: Terra Industries Inc.

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