CF Industries (CF) Comments on Statements Made by Terra's (TRA) CEO at Annual Meeting

November 23, 2009 7:34 AM EST

CF Industries Holdings, Inc. (NYSE: CF) today commented on statements made by Terra Industries Inc. (NYSE: TRA). CF Industries highlighted the fact that at Terra's annual meeting, Mike Bennett, president and chief executive officer of Terra, stated that Terra's board of directors would determine a process to get to the best ultimate value for stockholders.

Following Terra's annual meeting, representatives of CF Industries spoke with representatives of Terra to discuss appropriate next steps to further a transaction between the two companies and expressed the willingness of CF Industries to negotiate the terms of its offer. The CF Industries representatives stated that if Terra were prepared to meet and negotiate a transaction in the near term, CF Industries would be willing to enter into a merger agreement that gave Terra the opportunity to seek higher offers through a "go shop" provision. CF Industries provided Terra a form of merger agreement on Saturday morning reflecting this proposed approach.

"We have proposed a process through which Terra and CF Industries could negotiate the terms of a transaction, while preserving Terra's ability to seek higher offers," said Stephen R. Wilson, chairman, president and chief executive officer of CF Industries. "It is clear that the Terra stockholders want a transaction, and we should move forward to put these two great companies together."

Morgan Stanley and Rothschild are acting as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to CF Industries.

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