CF Industries Holdings Inc. reports that on July 6, 2009, it filed a certification with the U.S. Federal Trade Commission (FTC) that it has substantially complied with the FTC’s request for additional information (Second Request), which CF received on June 3, 2009, in connection with its proposed business combination with Terra Industries Inc. Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), absent the FTC challenging CF’s substantial compliance with the Second Request, the premerger waiting period will expire at 11:59 p.m., Eastern time, Aug. 5, 2009.
“We are pleased with the steady progress we have made in obtaining regulatory clearance of our proposed business combination with Terra,” said Stephen Wilson, CF chairman, president, and CEO.
CF had said earlier that the FTC was narrowly focused on the distribution of ammonia for nonagricultural use in certain limited circumstances, a business that represented less than 1 percent of CF’s 2008 revenues (GM June 22, p. 1). Unlike with Terra, CF maintains there are likely to be considerable regulatory issues with an Agrium acquisition of CF, an assertion Agrium disputes.
CF noted that effective May 27, 2009, Agrium Inc. withdrew its notice under the HSR Act with respect to its offer for CF for the second consecutive time and, nearly six weeks later, has still not re-filed its notice with the FTC.
CF also announced July 6 that it has extended the expiration date of its exchange offer for all of the outstanding shares of Terra common stock until 5:00 p.m., Eastern time, Friday, Aug. 7, 2009, unless further extended. The offer had been scheduled to expire at 5:00 p.m., Eastern time, on Friday, July 10, 2009. All other terms and conditions of the exchange offer remain unchanged. As of the close of business on July 3, 2009, a total of 2,860,681 shares of Terra common stock had been tendered into the exchange offer. There are about 100 million Terra shares outstanding.