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to guarantees of delivery) were validly tendered and not withdrawn,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properly withdrawn during the initial offering period have been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, Terra’s 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 Terra’s 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, Terra’s 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 Terra’s
financial advisor, and Cravath, Swaine & Moore LLP and
Wachtell, Lipton, Rosen & Katz are serving as legal counsel to
Terra.
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.
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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