EX-99.1
2
a10-7288_7ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS
NEWS
NEWS
CF INDUSTRIES COMPLETES EXCHANGE OFFER FOR TERRA INDUSTRIES
Acquisition of Terra Industries to be Completed on April 15, 2010
DEERFIELD,
IL, April 15, 2010 - CF Industries Holdings, Inc. (NYSE: CF)
announced today that it has successfully completed its exchange offer for Terra
Industries Inc. common stock and will complete the acquisition of Terra today,
resulting in Terra becoming a wholly-owned subsidiary of CF Industries. As of the expiration of the subsequent
offering period, Terra stockholders had tendered a total of 92,230,296 shares,
representing approximately 92.1% of Terra's outstanding common stock. The subsequent offering period expired at
5:00 p.m., New York City time on April 14, 2010. All shares that were validly tendered in the
exchange offer have been accepted for payment.
As
CF Industries now owns more than 90% of the outstanding shares of Terra common
stock, CF Industries will complete the acquisition of Terra on April 15,
2010 through the short-form merger procedure under Maryland law, without a vote
or meeting of Terra's stockholders. In
the merger, each outstanding share of Terra common stock not tendered and
purchased in the exchange offer will be converted into the right to receive
$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 exchange offer. As of today, Terra common stock will cease
trading on the New York Stock Exchange.
Contact
Terry
Huch
Senior
Director, Investor Relations and Corporate Communications
847-405-2515
- thuch@cfindustries.com
About
CF Industries
CF
Industries Holdings, Inc., headquartered in Deerfield, Illinois, is the
holding company for the operations of CF Industries, Inc. CF Industries is
a global leader in nitrogen and phosphate fertilizer manufacturing and
distribution, serving both agricultural and industrial customers. CF Industries
operates world-class nitrogen fertilizer manufacturing complexes in the central
United States and 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 50 percent
interests in KEYTRADE AG, a global fertilizer trading organization
headquartered near Zurich, Switzerland; GrowHow UK Limited, a fertilizer
manufacturer in the United Kingdom; and an ammonia facility in The Republic of
Trinidad and Tobago. Additional information on CF Industries is found on the
company's website at www.cfindustries.com.
1
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 transaction include: uncertainty of the expected financial
performance of CF Holdings following completion of the transaction; CF Holdings'
ability to comply with the covenants in indebtedness related to the transaction
and to make payments under such indebtedness when due; CF Holdings' ability to
consummate an equity offering following the closing of the transaction; CF
Holdings' ability to achieve the cost-savings and synergies contemplated by the
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 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.
###
2

EX - 99 . 1 2 a10 - 7288 _ 7ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 NEWS NEWS NEWS CF INDUSTRIES COMPLETES EXCHANGE OFFER FOR TERRA INDUSTRIES Acquisition of Terra Industries to be Completed on April 15 , 2010 DEERFIELD , IL , April 15 , 2010 - CF Industries Holdings , Inc . ( NYSE : CF ) announced today that it has successfully completed its exchange offer for Terra Industries Inc . common stock and will complete the acquisition of Terra today , resulting in Terra becoming a wholly - owned subsidiary of CF Industries . As of the expiration of the subsequent offering period , Terra stockholders had tendered a total of 92,230,296 shares , representing approximately 92 . 1 % of Terra 's outstanding common stock . The subsequent offering period expired at 5 : 00 p.m. , New York City time on April 14 , 2010 . All shares that were validly tendered in the exchange offer have been accepted for payment . As CF Industries now owns more than 90 % of the outstanding shares of Terra common stock , CF Industries will complete the acquisition of Terra on April 15 , 2010 through the short - form merger procedure under Maryland law , without a vote or meeting of Terra 's stockholders . In the merger , each outstanding share of Terra common stock not tendered and purchased in the exchange offer will be converted into the right to receive $ 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 exchange offer . As of today , Terra common stock will cease trading on the New York Stock Exchange . Contact Terry Huch Senior Director , Investor Relations and Corporate Communications 847 - 405 - 2515 - thuch@cfindustries.com About CF Industries CF Industries Holdings , Inc . , headquartered in Deerfield , Illinois , is the holding company for the operations of CF Industries , Inc . CF Industries is a global leader in nitrogen and phosphate fertilizer manufacturing and distribution , serving both agricultural and industrial customers . CF Industries operates world - class nitrogen fertilizer manufacturing complexes in the central United States and 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 50 percent interests in KEYTRADE AG , a global fertilizer trading organization headquartered near Zurich , Switzerland ; GrowHow UK Limited , a fertilizer manufacturer in the United Kingdom ; and an ammonia facility in The Republic of Trinidad and Tobago . Additional information on CF Industries is found on the company 's website at www.cfindustries.com . 1 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 transaction include : uncertainty of the expected financial performance of CF Holdings following completion of the transaction ; CF Holdings ' ability to comply with the covenants in indebtedness related to the transaction and to make payments under such indebtedness when due ; CF Holdings ' ability to consummate an equity offering following the closing of the transaction ; CF Holdings ' ability to achieve the cost - savings and synergies contemplated by the 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 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 . # # # 2
O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY O O O O B-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O