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8-K - FORM 8-K - TERRA INDUSTRIES INC | c56322e8vk.htm |
EX-2.1 - EX-2.1 - TERRA INDUSTRIES INC | c56322exv2w1.htm |
Exhibit 99.1
For more information, contact: Joe A. Ewing, Vice President, Investor Relations 712/277-7305 jewing@terraindustries.com |
TERRA INDUSTRIES TO BE ACQUIRED BY YARA INTERNATIONAL
FOR US$41.10 PER SHARE IN CASH
FOR US$41.10 PER SHARE IN CASH
SIOUX CITY, IOWA (February 15, 2010) Terra Industries Inc. (NYSE: TRA) (Terra) today
announced that the Companys Board of Directors has unanimously approved a definitive merger
agreement under which Yara International ASA (OSLO: YAR.OL) (Yara) will acquire all of the
outstanding shares of Terra common stock for US$41.10 per share in cash. The transaction has a
total equity value of approximately US$4.1 billion.
The US$41.10 per share cash purchase price represents a 23.6% premium over Terras closing price on
February 12, 2010, the last trading day prior to todays announcement.
Our Board is unanimous in its firm belief that this transaction is compelling for our
shareholders, customers, and employees said Henry Slack, Chairman of the Board of Terra. In
December Terra paid a special cash dividend of $7.50 per share to our shareholders, and with this
transaction, we have delivered a significant premium for their investment in Terra.
Michael Bennett, Terra President and Chief Executive Officer, said, We have enjoyed a strong
partnership with Yara since forming GrowHow UK in 2007, a joint venture operation in the United
Kingdom. Yara has a solid understanding of the nitrogen business and the value we place on
producing and distributing ingredients essential to meeting the needs of a growing global
population. I am confident Yaras broad expertise in agricultural, industrial and environmental
products will complement Terras North American nitrogen position. We look forward to working with
Yara and its management team to achieve a seamless integration of our two great companies.
Headquarters and Management
Following the close of the transaction, Terra will become a wholly-owned subsidiary of Yara and
will be called Yara North America. Yara North America will oversee all North American operations
for the combined company, including Yaras manufacturing and sales facilities in the United States
and Canada. Terras President and Chief Executive Officer, Michael Bennett, will serve as
President of Yara North America and Sioux City will become the headquarters of Yaras North
American operations.
Approvals and Timing
The transaction, which the companies expect to close by the end of the second quarter, is subject
to approval by Terras shareholders, approval by Yaras shareholders of its rights offering, as
well as antitrust and other regulatory approvals.
Yara intends to fund a portion of the transaction through a planned US$2.0-2.5 billion rights
offering. Yaras largest shareholder, The Norwegian Government, has stated it is positive to
subscribe for its pro
Terra Industries Inc. 600 Fourth Street P.O. Box 6000 Sioux City, Iowa 51102-6000
www.terraindustries.com 712/277-1340 NYSE Ticker: TRA
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NEWS from Terra Industries Inc. | February 15, 2010 |
rata share of the planned rights offering, subject to the approval of the Norwegian parliament.
Yara also has announced the commitment of the National Insurance Fund, Yaras second largest
shareholder, to subscribe for its pro rata share of the rights offering and that the remaining
portion of the rights offering will be underwritten by Citi, Deutsche and Nordea. The transaction
is not subject to a financing condition.
Advisors
Credit Suisse Securities (USA) LLC is serving as Terras financial advisor, and Cravath, Swaine &
Moore LLP and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Terra.
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
Terra Industries Inc. (Terra) plans to file with the Securities and Exchange Commission (the
SEC) and mail to its shareholders a proxy statement regarding the proposed business combination
with Yara International ASA (Yara). Investors and security holders are urged to read the proxy
statement relating to such business combination and any other relevant documents filed with the SEC
(when available), because they will contain important information. Investors and security holders
may obtain a free copy of the proxy statement and other documents that Terra files with the SEC
(when available) at the SECs Web site at www.sec.gov and Terras Web site at
www.terraindustries.com. In addition, the 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 Regarding Participants
Terra, its directors, executive officers and certain employees may be deemed to be participants in
the solicitation of Terras security holders in connection with the proposed business combination
with Yara. Security holders may obtain information regarding the names, affiliations and interests
of such individuals in Terras 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, its definitive
proxy statement for the 2009 Annual Meeting, which was filed with the SEC on October 13, 2009, and
its Current Report on Form 8-K filed with the SEC on December 1, 2009. 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. Additional information regarding the interests of such
individuals can also be obtained from the proxy statement relating to the proposed business
combination with Yara when it is filed by Terra with the SEC. These documents (when available) may
be obtained free of charge from the SECs Web site at www.sec.gov and Terras Web site at
www.terraindustries.com.
Forward-Looking Statements
Terra Industries Inc. 600 Fourth Street P.O. Box 6000 Sioux City, Iowa 51102-6000
www.terraindustries.com 712/277-1340 NYSE Ticker: TRA
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NEWS from Terra Industries Inc. | February 15, 2010 |
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. The forward-looking statements contained
herein include statements about the proposed business combination with Yara. 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:
| the possibility that various closing conditions for the proposed business combination with Yara may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, | ||
| the risk that Terras shareholders fail to approve the proposed business combination, | ||
| the risk that Yaras shareholders fail to approve the proposed capital increase for its rights offering, | ||
| that risk that the proposed business combination with Yara will not close within the anticipated time period, | ||
| the risk that disruptions from the proposed business combination with Yara will harm Terras relationships with its customers, employees and suppliers, | ||
| the diversion of management time on issues related to the proposed business combination with Yara, | ||
| the outcome of any legal proceedings challenging the proposed business combination with Yara, | ||
| the amount of the costs, fees, expenses and charges related to the proposed business combination with Yara, | ||
| 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 regulations, | ||
| changes in agricultural regulations and | ||
| changes in the securities trading markets. |
Additional information as to these factors can be found in Terras 2008 Annual Report/10-K and in
Terras subsequent Quarterly Reports on Form 10-Q, in each case in the sections entitled
Business, Risk Factors, Legal Proceedings, and Managements Discussion and Analysis of
Financial Condition and Results of Operations, and in the Notes to the consolidated financial
statements.
Terra Industries Inc. 600 Fourth Street P.O. Box 6000 Sioux City, Iowa 51102-6000
www.terraindustries.com 712/277-1340 NYSE Ticker: TRA
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NEWS from Terra Industries Inc. | February 15, 2010 |
# # #
Note: | Terra Industries news announcements are also available on its Web site, www.terraindustries.com. |
Additional Contacts:
Jamie Moser/Jim Shaughnessy
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
jmoser@joelefrank.com/jshaughnessy@joelefrank.com
Jamie Moser/Jim Shaughnessy
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
jmoser@joelefrank.com/jshaughnessy@joelefrank.com
Terra Industries Inc. 600 Fourth Street P.O. Box 6000 Sioux City, Iowa 51102-6000
www.terraindustries.com 712/277-1340 NYSE Ticker: TRA
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www.terraindustries.com 712/277-1340 NYSE Ticker: TRA
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