CF Industries Holdings Inc. (CF) may finally have all of its eggs in its basket to conclude its long trail to acquire Terra Industries Inc. (Terra), just in time for Easter. If 90 percent of Terra shareholders tender into CF’s offer, the deal can be completed quickly. Otherwise, it may be delayed by a Terra shareholder vote or the tender offer could be extended.
CF’s exchange offer for the outstanding shares of Terra common stock will expire at 12:00 midnight, New York City time, on April 2, 2010, unless extended. Under the terms of the merger agreement, following completion of CF’s exchange offer, a subsidiary of CF will merge into Terra, and any Terra stockholders who have not tendered their shares into CF’s exchange offer will receive the same consideration paid in the exchange offer.
The New York Stock Exchange will be closed on the expiration date because of its observance of Good Friday. CF urged shareholders to take note of this as brokers, dealers, commercial banks, trust companies, and other nominees may also be closed for business or have limited staffing on the expiration date.
CF noted on March 31 that it received a standard, unqualified, “no action” letter from the Canadian Competition Bureau confirming that the Commissioner of Competition does not intend to challenge CF’s acquisition of Terra. As a result, the “waiting period” applicable to the transaction under the Canadian Competition Act has been terminated.
In the meantime, on March 29 Terra declared a dividend of $0.10 per common share, payable April 22, 2010, to holders of record as of April 1, 2010. Under the merger agreement with CF, if the deal is consummated prior to April 22, 2010, the payment date for the first quarter dividend, CF will pay the dividend on behalf of Terra on the payment date.
Last week CF filed its proxy statement for its 2010 annual stockholders’ meeting, which will be held May 12 in Wheeling, Ill. The close of business on March 30, 2010, is the record date for determining stockholders entitled to vote at the meeting. Two specific items before the shareholders include the election of two members of the board of directors to serve until the 2013 annual meeting of stockholders, and the ratification of the selection of KPMG LLP as the company’s independent registered public accounting firm for 2010. The board has unanimously proposed Robert Arzbaecher and Edward Schmitt, two current board members, as nominees.