Notable Mergers and Acquisitions of the Day 1/28: TRA/CF, AVNX/BKHM, CVTX, NYT

January 28, 2009 9:38 AM EST

• Terra Industries Inc. (NYSE: TRA) announced that its Board of Directors has unanimously concluded that the January 15, 2009 unsolicited proposal from CF Industries Holdings, Inc. (NYSE: CF) is not in the best interests of Terra and Terra’s shareholders.
  
  Mr. Stephen R. Wilson
  Chairman, President and Chief Executive Officer
  
  CF Industries Holdings, Inc.
  4 Parkway North, Suite 400
  Deerfield, IL 60015
  
  Dear Mr. Wilson:
  
  The Board of Directors of Terra Industries Inc., with the assistance of its financial and legal advisors, has carefully considered your unsolicited proposal to combine our companies. Although we are perplexed by your decision to make a public approach that is conditioned on and subject to due diligence, we have nonetheless examined thoroughly the full range of strategic, industrial, financial and legal aspects of the combination you propose.
  
  
  We concluded that your proposal does not present a compelling case to create additional value for the shareholders of either company, and that it substantially undervalues Terra on an absolute basis and relative to your company. Accordingly, our Board has unanimously concluded that your proposal is not in the best interests of Terra and our shareholders and we decline to accept it.
  
  
• Shares of Avanex Corporation (NASDAQ: AVNX) are higher this AM following an agreement to merge with Bookham, Inc. (NASDAQ: BKHM).
  
  Avanex shareholders will receive 5.426 shares of Bookham common stock for every share of Avanex common stock and will own approximately 46.75% of the combined company. Based on the closing price of Bookham on January 26, 2009 the total consideration to Avanex shareholders would be equivalent to $35.4 million or $2.17 per share.
  
  
• CV Therapeutics, Inc. (Nasdaq: CVTX) confirmed that it had received a letter dated November 13, 2008 from Astellas setting forth an unsolicited proposal by Astellas to acquire CV Therapeutics at a price of $16.00 per share.
  
  CV Therapeutics said its board of directors had concluded that the Astellas proposal was not in the best interests of CV Therapeutics and its stockholders.
  
  Because Astellas, by its recent announcement, has sought to revive its previously rejected proposal, the CV Therapeutics board of directors will again review developments in the context of the company's strategic plans and the long-term interests of its stockholders, to pursue the best course of action to maximize long-term value for stockholders. As part of its ongoing review of the current market environment and the recent developments relating to CV Therapeutics, the board of CV Therapeutics concluded that it was in the best interests of CV Therapeutics and its stockholders to extend the expiration date of its shareholder rights plan from February 1, 2009 to February 1, 2010. CV Therapeutics will keep its stockholders advised.
  
  
• The New York Times Company (NYSE: NYT) announced that it has retained Goldman, Sachs & Co. as its financial advisor to explore the possible sale of the Company's 17.75 percent ownership interest in New England Sports Ventures, LLC. NESV owns the Boston Red Sox, Fenway Park and adjacent real estate, approximately 80 percent of New England Sports Network, the top rated regional cable sports network in the country delivered to more than four million homes throughout New England and nationally via satellite, and 50 percent of Roush Fenway Racing, a leading NASCAR team.

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