- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 05 2010 - 3:37PM
Edgar (US Regulatory)
Filed by CF Industries Holdings, Inc.
(Commission File No. 001-32597)
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company:
Terra Industries Inc.
(Commission File No. 001-08520)
On
April 5, 2010, CF Industries Holdings, Inc. issued the following press release:
CF INDUSTRIES SUCCESSFULLY
COMPLETES INITIAL EXCHANGE OFFER FOR TERRA INDUSTRIES
85.6% of Terra Shares Tendered
into CF Industries Exchange Offer
CF Industries Commenced
Subsequent Offering Period
DEERFIELD,
IL, April 5, 2010 CF Industries Holdings, Inc. (NYSE: CF) announced today the
successful completion of its initial exchange offer for all of the outstanding
shares of Terra Industries Inc. (NYSE: TRA) common stock.
The
exchange offer and withdrawal rights expired at 12:00 midnight, New York City
time, on April 2, 2010. The depositary
for the exchange offer has advised that, as of the expiration time, 85,757,343
shares of Terra common stock (including shares subject to guarantees of
delivery) were validly tendered and not withdrawn, representing approximately
85.6%, of the outstanding shares of Terra common stock. All shares that were validly tendered and not
properly withdrawn during the initial offering period have been accepted for
payment.
With
CF Industries 85.6% ownership of Terra, today effectively marks the first day
that CF Industries and Terra are a combined company.
Today
begins an exciting chapter in the history of CF Industries, said Stephen R.
Wilson, chairman, president and chief executive of CF Industries. We are pleased to join with Terra Industries
to form the premier nitrogen fertilizer manufacturing company in North
America. The combination transforms both
companies, creating a larger strategic platform, presenting substantial
opportunities to increase efficiency and lower costs, and expanding access to
the capital markets.
I
am particularly pleased to announce that Mike Bennett has agreed to serve as a
consultant to CF Industries as we integrate our two great companies, continued
Mr. Wilson. Mike will play an important
role on our integration steering committee and the combined company will
benefit from the insight and passion that he brings to the role.
Mike
Bennett, Terras immediate past president and CEO, has agreed to serve as a
consultant to CF Industries through the end of 2010 to assist with the
integration of the two companies. CF
Industries and Terra have formed an integration team with members from both
companies whose charter is to integrate business practices, processes, systems
and cultures. The co-leads of the
integration project management office are Lynn White, vice president, Corporate
Development, CF Industries, and Joe Ewing, who was most recently vice
president, Investor Relations and Human Resources, Terra Industries.
CF
Industries also announced that it has commenced a subsequent offering period
for all remaining shares of Terra common stock to permit stockholders who have
not yet tendered their shares the opportunity to do so. The subsequent offering period will expire at
5:00 p.m., New York City time, on Friday, April 9, 2010, unless extended. Any shares validly tendered during the
subsequent offering period will be immediately accepted for payment, and
tendering stockholders will promptly thereafter be paid $37.15 in cash and
0.0953 of a share of CF Industries common stock, less any required withholding
taxes and
without
interest, which is the same amount per share that was offered and paid in the
initial offering period.
The
procedures for tendering shares during the subsequent offering period are the
same as during the initial offering period, except that shares tendered during
the subsequent offering period may not be tendered by the guaranteed delivery
procedure and may not be withdrawn.
Following
the expiration of the subsequent offering period, if CF Industries owns at
least 90% of the outstanding shares of Terra common stock, CF Industries
intends to complete the acquisition of Terra through the short-form merger
procedure under Maryland law, without a vote or meeting of Terras
stockholders. In the merger, each
outstanding share of Terra common stock not tendered and purchased in the
initial offering period or the subsequent offering period will be converted
into the right to receive the same consideration provided in the exchange
offer. As a result of the merger, which
CF Industries expects to close as soon as practicable, Terras common stock
will cease to be traded on the New York Stock Exchange.
Morgan
Stanley and Rothschild are acting as financial advisors and Skadden, Arps,
Slate, Meagher & Flom LLP is acting as legal counsel to CF Industries.
Credit
Suisse Securities (USA) LLC is serving as Terras financial advisor, and
Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen & Katz are
serving as legal counsel to Terra.
Contacts for CF Industries
Terry
Huch
Senior
Director, Investor Relations and Corporate Communications
847-405-2515
thuch@cfindustries.com
Susan
Stillings / Monika Driscoll 212-333-3810
Brunswick
Group LLC
Alan
Miller, 212-750-5833
Innisfree
M&A Incorporated
Contacts for Terra
Jamie
Moser / Jim Shaughnessy, 212-355-4449
Joele
Frank, Wilkinson Brimmer Katcher
About CF Industries
CF
Industries Holdings, Inc., headquartered in Deerfield, Illinois, is the holding
company for the operations of CF Industries, Inc. CF Industries, Inc. is a
major producer and distributor of nitrogen and phosphate fertilizer products.
CF Industries operates world-scale nitrogen fertilizer plants in
Donaldsonville, Louisiana and Medicine Hat, Alberta, Canada; conducts phosphate
mining and manufacturing operations in Central Florida; and distributes
fertilizer products through a system of terminals, warehouses, and associated
transportation equipment located primarily in the Midwestern United States. The
company also owns a 50 percent interest in KEYTRADE AG, a global fertilizer
trading organization headquartered near Zurich, Switzerland. Additional
information on CF Industries is found on the companys website at
www.cfindustries.com.
Additional Information
This
press release relates to the offer (the Offer) by Composite Merger
Corporation (Composite), an indirect wholly-owned subsidiary of CF Industries
Holdings, Inc. (CF Industries), to exchange each issued and outstanding share
of common stock of Terra Industries Inc. (Terra) for $37.15 in cash and
0.0953 shares of CF Industries common stock.
This press release is for informational purposes only and does not
constitute an offer to exchange, or a solicitation of an offer to exchange, shares
of Terra common stock, nor is it a substitute for the Tender Offer Statement on
Schedule TO or the Prospectus/Offer to Exchange (collectively with a Letter of
Transmittal and related documents and as amended from time to time, the Exchange
Offer Documents) filed by CF Industries and Composite with the Securities and
Exchange Commission (the SEC). The Offer is made only through the Exchange
Offer Documents.
Security
holders and investors may obtain any of the foregoing documents for free by
visiting EDGAR on the SEC website at www.sec.gov or by calling Innisfree
M&A Incorporated toll-free at (877) 456-3507. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Forward-Looking Statements
Certain
statements contained in this press release may constitute forward-looking
statements. All statements in this press release, other than those relating
to historical information or current condition, are forward-looking statements.
These forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond our control, which could cause actual
results to differ materially from such statements. Risks and uncertainties
relating to the proposed transaction include: uncertainty of the expected
financial performance of CF Holdings following completion of the proposed
transaction; CF Holdings ability to incur a substantial amount of indebtedness
in connection with the proposed transaction, to comply with the covenants in
such indebtedness and to make payments under such indebtedness when due; CF
Holdings ability to consummate an equity offering following the closing of the
proposed transaction; CF Holdings ability to achieve the cost-savings and
synergies contemplated by the proposed transaction within the expected time
frame; CF Holdings ability to promptly and effectively integrate the
businesses of Terra and CF Holdings; and disruption from the proposed transaction
making it more difficult to maintain relationships with customers, employees or
suppliers. Additional risks and uncertainties include: the relatively expensive
and volatile cost of North American natural gas; the cyclical nature of our
business and the agricultural sector; the global commodity nature of our
fertilizer products, the impact of global supply and demand on our selling
prices, and the intense global competition in the consolidating markets in
which we operate; conditions in the U.S. agricultural industry; risks involving
derivatives; weather conditions; our inability to predict seasonal demand for
our products accurately; the concentration of our sales with certain large
customers; the impact of changing market conditions on our Forward Pricing
Program; the reliance of our operations on a limited number of key facilities
and the significant risks and hazards against which we may not be fully
insured; reliance on third party transportation providers; risks associated
with joint ventures; risks associated with expansion of our business, including
unanticipated adverse consequences and the significant resources that could be
required; future regulatory restrictions and requirements related to greenhouse
gas emissions, climate change or other environmental requirements; potential
liabilities and expenditures related to environmental and health and safety
laws and regulations; our potential inability to obtain or maintain required
permits and governmental approvals or to meet financial assurance requirements;
acts of terrorism; difficulties in securing the supply and delivery of raw
materials we use and increases in their costs; losses on our investments in
securities; loss of key members of management and professional staff; the
international credit crisis and global recession; and the other risks and
uncertainties included from time to time in our filings with the SEC. Except as
required by law, we undertake no obligation to update or revise any
forward-looking statements.
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