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Feb. 15, 2010 Source: Terra Industries news release Terra Industries Inc. (NYSE: TRA) ("Terra") today announced that the Company's Board of Directors has unanimously approved a definitive merger agreement under which Yara International ASA (OSLO: YAR.OL) ("Yara") will acquire all of the outstanding shares of Terra common stock for US$41.10 per share in cash. The transaction has a total equity value of approximately US$4.1 billion. The US$41.10 per share cash purchase price represents a 23.6% premium over Terra's closing price on February 12, 2010, the last trading day prior to today's announcement. "Our Board is unanimous in its firm belief that this transaction is compelling for our shareholders, customers, and employees" said Henry Slack, Chairman of the Board of Terra. "In December Terra paid a special cash dividend of $7.50 per share to our shareholders, and with this transaction, we have delivered a significant premium for their investment in Terra." Michael Bennett, Terra President and Chief Executive Officer, said, "We have enjoyed a strong partnership with Yara since forming GrowHow UK in 2007, a joint venture operation in the United Kingdom. Yara has a solid understanding of the nitrogen business and the value we place on producing and distributing ingredients essential to meeting the needs of a growing global population. "I am confident Yara's broad expertise in agricultural, industrial and environmental products will complement Terra's North American nitrogen position. We look forward to working with Yara and its management team to achieve a seamless integration of our two great companies." Headquarters and Management Following the close of the transaction, Terra will become a wholly-owned subsidiary of Yara and will be called Yara North America. Yara North America will oversee all North American operations for the combined company, including Yara's manufacturing and sales facilities in the United States and Canada. Terra's President and Chief Executive Officer, Michael Bennett, will serve as President of Yara North America and Sioux City will become the headquarters of Yara's North American operations. Approvals and Timing The transaction, which the companies expect to close by the end of the second quarter, is subject to approval by Terra's shareholders, approval by Yara's shareholders of its rights offering, as well as antitrust and other regulatory approvals. Yara intends to fund a portion of the transaction through a planned US$2.0-2.5 billion rights offering. Yara's largest shareholder, The Norwegian Government, has stated it is positive to subscribe for its pro rata share of the planned rights offering, subject to the approval of the Norwegian parliament. Yara also has announced the commitment of the National Insurance Fund, Yara's second largest shareholder, to subscribe for its pro rata share of the rights offering and that the remaining portion of the rights offering will be underwritten by Citi, Deutsche and Nordea. The transaction is not subject to a financing condition. Advisors Credit Suisse Securities (USA) LLC is serving as Terra's financial advisor, and Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Terra. Tweet |
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