22:11 | 14.01.2010
CF Industries Withdraws Offer to Acquire Terra Industries and is No Longer Pursuing Acquisition
CF Industries Holdings, Inc. (NYSE: CF) today announced that it has
withdrawn its offer to acquire Terra Industries Inc. (NYSE: TRA) and
that it is no longer pursuing the acquisition. CF Industries also said
that it has sold all its Terra shares, with a net gain (including
dividends) that more than offsets the expenses it has incurred in
connection with its proposed acquisition of Terra.
“It is clear that an acquisition of Terra now would require a
significant increase in our offer, given the substantial uplift in
equity values in the fertilizer sector,” said Stephen R. Wilson,
chairman, president and chief executive officer of CF Industries. “While
the strategic merits of a transaction are undeniable, it is not in the
best interests of CF Industries stockholders to increase our offer to
the level that we believe now would be required for Terra to agree to an
acquisition. We are, of course, pleased that prospects for nitrogen and
phosphate fertilizers have improved in the view of investors, a view we
share.”
CF Industries also said that in light of its current capitalization and
expected strong cash flow in 2010, it will continue, as it has in the
past, to evaluate its full range of capital deployment opportunities
including strategic investments and returning capital to stockholders.
Morgan Stanley and Rothschild are acting as financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to
CF Industries.
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 company’s website at www.cfindustries.com.
Safe Harbor Statement
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 include: the
relatively expensive and volatile cost of North American natural gas;
the cyclical nature of our business and the agricultural sector; changes
in global fertilizer supply and demand and its impact on the selling
price of our products; the nature of our products as global commodities;
intense global competition in the consolidating markets in which we
operate; conditions in the U.S. agricultural industry; weather
conditions; our inability to accurately predict seasonal demand for our
products; 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;
the significant risks and hazards against which we may not be fully
insured; reliance on third party transportation providers; unanticipated
adverse consequences related to the expansion of our business; our
inability to expand our business, including the significant resources
that could be required; potential liabilities and expenditures related
to environmental and health and safety laws and regulations; our
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; credit losses from
counterparties to our natural gas swap contracts due to the credit and
economic crisis; 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.
|
