Terra Industries Inc. (TRA) said the latest proposal by CF
Industries Holdings Inc. (CF) is superior to its merger agreement
with Norway's Yara International ASA (YAR.OS, YARIY), and Terra has
told Yara it plans to end the agreement unless Yara can make a
sweeter offer within five business days.
Terra said CF's latest bid, which came in last week valued at
about $4.72 billion in cash and stock, is superior to the $4.1
billion all-cash bid it had accepted from Yara last month.
The CF bid would give Terra $37.15 and 0.0953 a share of CF
common stock in exchange for each Terra share, compared with Yara's
bid of $41.10.
Shares of Terra rose 1.4% to $46.45 in premarket trading, while
CF dropped 0.6% to $100.
Yara said its board will evaluate the situation and whether to
match CF's offer. If Yara's deal with Terra falls through, it would
get a $123 million breakup fee.
Terra had fought repeated advances from CF for a year before
accepting Yara's offer. When CF made its latest offer last week,
Chairman and Chief Executive Stephen R. Wilson said his company's
offer was "far superior" to Yara's because the CF deal could close
months sooner and carries fewer hurdles to overcome before closing,
such as the U.S. and European antitrust approval needed in a
Yara/Terra combination.
-By Nathan Becker, Dow Jones Newswires; 212-416-2855;
nathan.becker@dowjones.com;