- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 12 2010 - 4:16PM
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 12, 2010, CF Industries Holdings, Inc. issued the following press
release:
CF INDUSTRIES EXTENDS SUBSEQUENT OFFERING PERIOD FOR TERRA INDUSTRIES
SHARES
87.5% of Terra Shares Tendered into CF Industries Exchange Offer
DEERFIELD,
IL, April 12, 2010 CF Industries Holdings, Inc. (NYSE: CF) announced today
that as of 5:00 p.m., New York City time, on April 9, 2010, 87,629,266 shares
of Terra Industries Inc. (NYSE: TRA) common stock, representing approximately
87.5% of the outstanding shares of Terra common stock, had been validly
tendered and accepted for payment in its exchange offer.
CF
Industries has extended the subsequent offering period until 5:00 p.m., New
York City time, on Wednesday, April 14, 2010, unless further extended. During the extension of the subsequent
offering period, any shares validly tendered 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 to Terra stockholders who previously tendered into the
exchange offer.
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procedure and may not be withdrawn.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.
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 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 U.S. region 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 a 50
percent interest in KEYTRADE AG, a global fertilizer trading organization
headquartered near Zurich, Switzerland.
In addition, the companys majority-owned subsidiary, Terra Industries,
owns a 50 percent stake in GrowHow UK Limited, a fertilizer manufacturer in the
United Kingdom as well as a 50 percent interest in an ammonia facility in The
Republic of Trinidad and Tobago.
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 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 exchange offer; 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.
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