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CF Nominees Enter Terra's Board - Update

By RTTNews Staff Writer   ✉  | Published:  | Google News Follow Us  | Join Us
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Friday, shareholders of fertilizer producer Terra Industries Inc. (TRA) voted three nominees of CF Industries Holdings Inc. (CF) into the company's board, giving the latter a better-hand in the three-way take-over battle involving the two companies and Agrium Inc. (AGU).

While Sioux City, Iowa- based Terra expressed disappointment in the day's vote, CF was notably happy at the Terra shareholders favoring its nominations, and in-turn its bid to acquire the company. "It is time to move forward and put these two great companies together," CF added.

The voting was held at Terra's Annual Meeting, prior to which, both the companies kept flooding the shareholders' mailboxes with their versions of 'what was best' for them, in the current light of election and the proposed 'hostile' take-over.

Terra strongly urged, "Do not let CF take control of Terra without paying full and fair value", after an unsuccessful voice against the nominations at an earlier date. However, proxy advisory firms, notably RiskMetrics Group, recommended the company's shareholders to elect the dissident slate of directors backed by CF. Terra called the report "flawed."

So far, since January 2009, CF Industries has made six separate proposals to acquire Terra, each of which was unanimously rejected by Terra Board as not in the best interests of its shareholders. Nevertheless, CF has been adding more and more sugar to the offer, recently raising it to $32.00 in cash and 0.1034 of a share of CF common stock for each Terra share, also extending the time to December 18.

Now that CF has won an upper-hand in its battle with Terra, the day's victory also reflects a solid support for the company's rejection of a hostile take-over bid from the larger agricultural nutrients maker Agrium.

Calgary, Canada- based Agrium has been trying hard to acquire CF, with the current offer being $45.00 in cash plus one of its shares for each CF share. With CF repeatedly rejecting the bid, similar to Terra's "undervalued offer" substantiation, Agrium turned hostile.

On November 19, more than 60% of CF shares were tendered into Agrium, giving the minor player a set-back. CF, however, remained confident, saying that the numbers were not "compelling enough" to convince investors that a deal is likely. More so, the company must act fast in Terra acquisition bid, as its financing with Morgan Stanley expires on Nov. 30.

With deadlines fast approaching, the fertilizer battle between the three players seems to go around in vicious circles around a deadlock. If any of the two companies join forces, it is bound to create the biggest nitrogen products company in the U.S.

TRA is currently up 4.32% or $1.65, at $39.74 on a volume of 4.4 million shares, while CF is down $0.67 or 0.81% at $83.54 with volumes of 3 million shares.

AGU is down $0.30 at $56.89, on a volume of 2.52 million shares on the NYSE.

For comments and feedback contact: editorial@rttnews.com

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