Terra’s board says no to offer

YAZOO CITY — Terra Industries Inc.’s board of directors, with the advice of its financial and legal advisors, has reviewed CF Industries Holdings Inc.’s latest proposal to acquire Terra for the equivalent of $24.50 in cash (which equals the net value of CF’s announced offer of $32.00 that will be reduced by Terra’s previously declared $7.50 per share special cash dividend) and 0.1034 of a share of CF common stock.

The board unanimously rejected it as inadequate, opportunistic and not in the best interests of Terra and its shareholders.

“CF’s latest proposal fails to appropriately value Terra’s world-class assets, strategic advantages and prospects,” said Michael Bennett, president and CEO of Terra, which purchased bankrupt Mississippi Chemical Corporation in Yazoo City in 2004. “Terra is a preeminent pure play nitrogen company, and through the continued execution of our strategy is well positioned to take advantage of an upsurge in demand from our agricultural and industrial customer base as the economic recovery continues.”

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. MacKenzie Partners, Inc. is serving as proxy solicitor for Terra.

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