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CF Industries attempts to force Terra AGM, offer lapses
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1st September 2009
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TORONTO ( – Fertiliser products group CF Industries has filed a lawsuit to compel takeover target Terra Industries to hold its annual shareholders meeting “promptly”, CF said on Monday.

The company said its share-based offer for Terra had expired and was not being extended.

"Terra’s annual meeting has always been the key event for CF Industries to advance its proposal for a business combination, and we are confident Terra stockholders will show their support,” said CF chairperson Stephen Wilson.

“Given that the Terra board has rejected our proposal and the exchange offer could not be consummated without Terra board approval, we do not see any purpose in continuing to extend the exchange offer."

CF argues that Maryland law requires annual meetings to be held on an annual basis, and Terra last held an annual meeting nearly 16 months ago.

"We look forward to Terra stockholders having the opportunity to show their support for our proposed business combination by voting for CF Industries’ nominees at Terra’s annual meeting,” Wilson said.

In April, Terra introduced a change to its bylaws that allows it to hold its meeting any time during the current calendar year, rather than by May 15 as previously required.

CF Industries, which is itself the subject of a hostile overture from Canada's Agrium Inc, has nominated three directors for appointment to Terra's board.

CF said in August it was prepared to offer 0,465 of its shares for each Terra share, and that it would return “at least $1-billion” of cash to shareholders in the combined company, if and when the takeover closed.

In March, it proposed an offer of $30,50 for each Terra share, with an exchange ratio between 0,4129 and 0,4539. This would equate to around $2,2-billion and was slightly higher than its initial January proposal.

Edited by: Liezel Hill


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