Tribune staff report | Deerfield-based CF Industries Holdings, Inc.said it has offered to acquire fertilizer rival Terra Industries Inc. for $47.40 a share, valuing the bid at approximately $4.7 billion. Iowa-based Terra, the former object of a hostile takeover offer from CF, agreed earlier this month to be bought by Norway’s Yara for $4.1 billion cash. “It is clear that CF Industries is the best acquirer for Terra given the compelling strategic benefits of the combination, including the substantial synergies only we can achieve together,” said Stephen R. Wilson, chairman, president and chief executive officer of CF Industries.

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“We withdrew our prior offer because we believed that Terra was unwilling to agree to a sale. Now that Terra is for sale, we have made an offer that is superior to Yara’s substantially lower, highly conditional offer.”

The offer is subject to Terra terminating its merger agreement with Yara and entering into a merger agreement with CF Industries and other customary conditions set forth in the merger agreement.

The bid is for $37.15 in cash and 0.0953 of a share of CF Industries common stock
for each Terra share. The offer has a total value of $47.40 per share
based on CF Industries closing price on Monday, March 1, 2010. C

F
Industries has received $4.05 billion of financing commitments and the
offer is not subject to financing. Morgan Stanley Senior Funding, Inc.
has committed $2.8 billion and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
has committed $1.25 billion. CF Industries also announced that it
intends to commence an exchange offer for Terra shares that will be
scheduled to expire on April 2, 2010.