Terra Industries Files Investor Presentation 2009-11-09 15:11 ET - News Release Also News Release (U-CF) CF INDS HLDGS INC
Urges Shareholders to Re-Elect Directors by Voting the WHITE
Proxy Card Today
SIOUX CITY, Iowa -- (Business Wire)
Terra Industries Inc. (NYSE: TRA) today announced that on Friday,
November 6, 2009, the Company filed an investor presentation with the
Securities and Exchange Commission (“SEC”) in connection with the
Company’s Annual Meeting to be held on November 20, 2009. Terra’s Board
of Directors urges shareholders to protect their investment in Terra by
voting the WHITE proxy card FOR Terra’s highly-qualified and experienced
independent directors – Martha O. Hesse, Dennis McGlone, and Chairman,
Henry R. Slack.
As previously announced, Terra’s Board unanimously rejected CF
Industries Holdings, Inc.’s (NYSE: CF) unsolicited proposal to acquire
Terra for the equivalent of $24.50 in cash (which equals the net value
of CF’s announced proposal 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, as inadequate, opportunistic and not in the
best interests of Terra and its shareholders.
Highlights of the presentation include:
- Terra’s strong investment proposition with a robust short-term
outlook and solid long-term prospects. Terra is the leading
“pure-play” nitrogen company, and given the strong nitrogen industry
fundamentals, Terra is well-positioned to capture growth. The expected
increase in the U.S. natural gas supplies could transform the North
American nitrogen industry. The Company’s focus on higher margin and
higher growth nitrogen products, including UAN, which has been among
the fastest growing nitrogen products in the United States, leaves
Terra poised to benefit from strengthening prices.
- An in-depth review of CF’s inadequate and opportunistic proposal,
including the lack of compelling strategic rationale for a combination
of CF and Terra. Terra projects a 2010 EBITDA estimate of
approximately $694 million, which is well above the estimate CF is
using for Terra of $525 million. CF’s proposal also values Terra at a
significantly lower 2010E EBITDA multiple compared to current peer
trading and precedent fertilizer transaction multiples. In
addition, Terra shareholders are not receiving adequate compensation
for the value of CF’s estimated synergies. Furthermore, CF can
significantly increase its proposal while maintaining an accretive
transaction.
- Terra’s highly-qualified and independent Board of Directors is
focused on continuing to build Terra’s market position and deliver
shareholder value. Terra’s shareholder-friendly Board is comprised
of a diverse group of highly-qualified leaders who have pursued a
focused, prudent strategy of opportunistically acquiring synergistic,
high quality nitrogen assets, divesting non-core assets and expanding
business lines. Highlighting its focus on consistent and meaningful
return of cash to shareholders, Terra’s Board is returning
approximately $750 million of cash to shareholders through a special
cash dividend to be paid in December 2009.
The investor presentation is available under the “Investor Relations”
section of Terra’s website at www.terraindustries.com
and at the SEC’s website at www.sec.gov.
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.
Any Terra shareholders who have questions or require assistance voting
their shares should contact MacKenzie Partners, Inc., which is assisting
Terra in this matter, at (800)-322-2885.
About Terra
Terra Industries Inc., with 2008 revenues of $2.9 billion, is a leading
North American producer and marketer of nitrogen products.
Important Information and Where to Find It
On October 13, 2009, Terra filed with the Securities and Exchange
Commission (the “SEC”) a definitive proxy statement in connection with
its 2009 Annual Meeting, and is mailing the definitive proxy statement
to its shareholders. Investors and security holders are urged to read
the definitive proxy statement relating to the 2009 Annual Meeting and
any other relevant documents filed with the SEC (when available),
because they contain important information. Investors and security
holders may obtain a free copy of the definitive proxy statement and
other documents that Terra files with the SEC (when available) at the
SEC’s Web site at www.sec.gov
and Terra’s Web site at www.terraindustries.com.
In addition, the definitive proxy statement and other documents filed by
Terra with the SEC (when available) may be obtained from Terra free of
charge by directing a request to Terra Industries Inc., Attn: Investor
Relations, Terra Industries Inc., 600 Fourth Street, P.O. Box 6000,
Sioux City, IA 51102-6000.
Certain Information Concerning Participants
Terra, its directors, executive officers and certain employees specified
in Annex A to Terra’s definitive proxy statement for the 2009 Annual
Meeting, which was filed with the SEC on October 13, 2009, are
participants in the solicitation of Terra’s security holders in
connection with its 2009 Annual Meeting. Security holders may obtain
information regarding the names, affiliations and interests of such
individuals in Terra’s Annual Report on Form 10-K for the year ended
December 31, 2008, which was filed with the SEC on February 27, 2009 and
amended on April 28, 2009, and its definitive proxy statement for the
2009 Annual Meeting. To the extent holdings of Terra securities have
changed since the amounts printed in the definitive proxy statement for
the 2009 Annual Meeting, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. These
documents (when available) may be obtained free of charge from the SEC’s
Web site at www.sec.gov
and Terra’s Web site at www.terraindustries.com. Forward-Looking Statements
Certain statements in this communication may constitute
“forward-looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
based upon assumptions as to future events that may not prove to be
accurate. Actual outcomes and results may differ materially from what is
expressed or forecasted in these forward-looking statements. As a
result, these statements speak only as of the date they were made and
Terra undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as otherwise required by law. Words
such as “expects,” “intends,” “plans,” “projects,” “believes,”
“estimates,” and similar expressions are used to identify these
forward-looking statements. Forward-looking statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. These risks, uncertainties
and assumptions include, among others:
• risks related to potential acquisition transactions,
• changes in financial and capital markets,
• general economic conditions within the agricultural industry,
• competitive factors and price changes (principally, sales prices of
nitrogen and methanol products and natural gas costs),
• changes in product mix,
• changes in the seasonality of demand patterns,
• changes in weather conditions,
• changes in environmental and other government regulation,
• changes in agricultural regulations and
• changes in the securities trading markets.
Additional information as to these factors can be found in Terra’s 2008
Annual Report/10-K and in Terra’s subsequent Quarterly Reports on Form
10-Q, in each case in the sections entitled “Business,” “Risk Factors,”
“Legal Proceedings,” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” and in the Notes to the
consolidated financial statements.
This communication includes projected financial performance information
from Terra’s 2010 financial plan. These projections are necessarily
based upon a variety of estimates and assumptions, including published
third-party forecasts for product selling prices and current
basis-adjusted Nymex natural gas futures prices, which, through
currently considered reasonable by Terra, may not be realized and are
inherently subject, in addition to the specific risks identified above,
to business, economic, competitive, industry, regulatory, market and
financial uncertainties and contingencies, many of which are beyond
Terra’s control. There can be no assurance that the assumptions made in
preparing the projected financial performance information will prove
accurate. Accordingly, actual results may differ materially from the
results projected.
Note:Terra Industries’ news announcements are also available
on its Web site, www.terraindustries.com.
Contacts:
Terra Industries Inc.
Joe A. Ewing, 712-277-7305
Vice
President, Investor Relations
jewing@terraindustries.com
or
Joele
Frank, Wilkinson Brimmer Katcher
Matthew Sherman/Jamie Moser
212-355-4449
msherman@joelefrank.com/jmoser@joelefrank.com
or
MacKenzie
Partners, Inc.
Larry Dennedy/Laurie Connell
800-322-2885
terraproxy@mackenziepartners.com Source: Terra Industries Inc. |
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