CF Industries Holdings Inc. asked
Terra Industries Inc. stockholders on Oct. 14 to appoint three board nominees CF selected in its effort to gain approval for its takeover bid of the rival fertilizer manufacturer.
Earlier this month, Terra Industries rejected CF's most-recent offer of $4 billion to purchase the rest of the company. CF said on Sept. 28 that it had acquired approximately 7% of Terra through share purchases.
CF has asked Terra stockholders to elect John Lilly, David Wilson and Irving Yoskowitz to the board during Terra's annual meeting scheduled for Nov. 20.
Lilly is president of John Lilly Strategic Insights LLC and former CEO of The Pillsbury Co. Wilson serves as president and CEO of the Graduate Management Admission Council and former managing partner at Ernst & Young LLP. Yoskowitz serves as senior counsel at Dickstein Shapiro LLP and is the former executive vice president and general counsel of Constellation Energy Group Inc.
"We are looking forward to Terra's annual meeting on November 20 when Terra stockholders will have the opportunity to show support for CF Industries' proposal for a business combination with Terra," said Stephen Wilson, chairman, president and CEO of CF Industries in a statement released Oct. 14. Wilson noted that Terra first proposed a "business combination" with CF Industries in 2004 and that the two companies have had many discussions since that time, including a conversation in 2007 when Terra reaffirmed the merits of such a deal.
"Now is the time to advance this compelling business combination by electing our director nominees at Terra's annual meeting," Wilson said.
Terra initially rejected a $2.77 billion offer from CF in March shortly after CF became an acquisition target of competitor Agrium Inc. Canadian-based Agrium extended the deadline date for its offer valued at about $4.4 billion to Oct. 22.
Terra has said CF's bid runs contrary to the company's strategy, shifting Terra's focus to lower-margin agricultural urea and ammonia, which represent 70% of CF's nitrogen sales and only 16% of Terra's sales.
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