CF Increases Bid for Terra
Deal subject to termination of Yara Agreement.
Compiled by staff
Published: Mar 3, 2010
Terra Industries Inc. confirmed that it has received a proposal from CF Industries Holdings, Inc. to acquire all of the outstanding common stock of Terra for $37.15 in cash and 0.0953 of a share of CF Industries common stock for each Terra share.
The CF proposal is subject to the termination of the agreement and plan of merger, dated as of February 12, 2010, by and among Yara International ASA, Yukon Merger Sub, Inc. and Terra (the "Yara Agreement"), the execution of a definitive agreement with CF, and other customary conditions.
As announced on February 15, 2010, Terra entered into the Yara Agreement, pursuant to which Yara agreed to acquire all of the outstanding common stock of Terra for $41.10 per share in cash. The Yara agreement may be terminated under certain circumstances, including if Terra receives a superior proposal, as that term is defined in the Yara agreement, provides advance notice to Yara and Yara does not match the superior proposal within five business days. If the Yara agreement is terminated under such circumstances, Yara will be entitled to a $123 million break-up fee.
Terra said its Board of Directors will evaluate the terms of the CF proposal and offered no further comment on the proposal until the Board has completed this evaluation. CF has made several previous bids, each denied, for Terra.
Source: Feedstuffs
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