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Terra shareholders elect CF board nominees
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21st November 2009
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TORONTO (miningweekly.com) – Fertiliser group CF Industries scored a hit on Friday in its campaign for smaller rival Terra Industries, after all three of the board nominees put forward by CF ahead of Terra's shareholder meeting were elected.

Both CF and Terra said after the meeting that preliminary estimates indicated that the three CF nominees had been elected to Terra's board of eight directors.

“We are pleased that Terra stockholders have voiced their support for CF Industries’ proposed acquisition of Terra by voting for all three of our director nominees,” CF CEO Stephen Wilson said in a statement.

“It is time to move forward and put these two great companies together.”

Terra said later that it was “disappointed” with the outcome, after it has consistently maintained that CF's offer undervalues the company and its prospects.

“Nevertheless, Terra shareholders noted that current trends in the fertiliser market could provide potential consolidation opportunities for many market participants.”

The board will continue to maintain an “open-minded” approach to any value-creating opportunities, the company said.

On November 2, CF announced that it would increase its offer for Terra to $32,00 in cash and 0,1034 of a share of CF Industries common stock for each Terra share.

The offer includes the $7,50 a share special dividend already declared by Terra previously, CF said.

The company had previously offered 0,465 of a CF share for each Terra share.

Although it won a victory in Friday's vote, CF will remain under pressure to reach a deal with Terra's board, because the company itself is the subject of a hostile takeover attempt from Canadian rival Agrium Inc.

On Thursday, Agrium announced that CF shareholders had tendered about 30-million shares, or 62% of the company, into its offer, which was extended to December 18.

However, CF's shareholder rights plan, or 'poison pill', makes it difficult for any takeover to succeed without the board's support.

Agrium's offer is conditional on CF abandoning its bid for Terra.

Edited by: Liezel Hill
 
 
 
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