Closing ConditionsThe reviews west side story musical proposed transaction west side sory diagnoses is subject to the negotiation of a definitive mergeragreement; stockholder approvals from both companies; and the satisfaction ofcustomary closing conditions, including regulatory approvals. Morgan Stanley and Rothschild are acting as financial advisors and Skadden,Arps, Slate, Meagher & Flom LLP is acting as legal counsel to CF Industries. Following is a copy of the letter CF Industries sent to Terra this afternoonwith respect to its offer: January 15, 2009 Board of DirectorsTerra Industries Inc.Terra Centre600 Fourth StreetP.O Box 6000Sioux City, Iowa 51102-6000 Attention:Henry R Slack, Chairman of the Board Michael L. Bennett, President and Chief Executive OfficerDear Members of the Board: I am writing on behalf of the Board of Directors of CF Industries Holdings, Inc.to make a proposal for a business combination between CF and Terra IndustriesInc. Under our proposal, CF would acquire all of the outstanding shares of Terracommon stock at a fixed exchange ratio of 0.4235 CF shares for each Terra commonshare. Our proposal represents a premium of 34% based on the 30-day volumeweighted average prices for the shares of our two companies, and a 29% premiumbased on the 10-day volume weighted average.
Our proposal also represents a 23%premium over the closing price of your shares today west side story music . Since you first approached us several years ago regarding a combination of ourcompanies, we believe that we have developed mutual respect for the twoorganizations and have both recognized that a combination makes strategic sense.Combining the talents and creative energy of our respective workforces willsubstantially enhance our ability to maximize value for shareholders goingforward west side storry . CF respects the strong culture of Terra, an attribute we believe ishighly complementary to our business, and we believe there are attractiveopportunities at the combined company for Terra`s employees westside story 1961 . We anticipate annual run-rate operating synergies from the combination will bein excess of $100 million and your shareholders will share in the value of thosesynergies through their continued ownership of the combined company somewhere westside story . Inaddition, the resulting company would emerge a global leader in nitrogenfertilizer production. Together we would create a company with greater scale andan improved strategic platform better able to compete in a global commodityindustry West Side Story – westsidestory .
The combination creates a larger and better capitalized company thaneither company currently songs west side story . A combination would provide shareholders greatermarket liquidity, a stronger and more flexible balance sheet and improved accessto capital tonight westside story . An enhanced financial profile could support additional opportunitiesto pursue value-creating projects and attractive new investment opportunities West Side Story – wikipedia .Furthermore, the combination provides Terra shareholders with importantdiversification from a single crop nutrient, nitrogen, into a strong newposition in phosphate and participation in and global market insights throughour 50% interest in KEYTRADE AG westside story tony . We have dedicated considerable time and resources to an analysis of a potentialtransaction and are confident that the combination will receive all necessaryregulatory approvals westside story anita . We are confident that you agree with this assessment giventhat you initially approached us regarding a combination.
Our proposal is subject to the negotiation of a definitive merger agreement andreceipt of the necessary board and shareholder approvals broadway west side story . Because our proposalis based solely on publicly available information, it is subject to our havingthe opportunity to conduct limited confirmatory due diligence westside story jets . In addition,because the merger consideration is payable in CF stock, we would provide youwith an opportunity to conduct appropriate due diligence with respect to CF westside story sharks . Weare prepared to send you a draft merger agreement and to begin discussions anddue diligence immediately west side maria West Side Story . We understand that Terra`s debt may need to be refinanced as a result of thecombination Our proposal is not subject to any financing contingency. In light of the significance of this proposal to your shareholders and ours, aswell as the potential for selective disclosures, our intention is to release thetext of this letter to the public.
My leadership team and I would be happy to make ourselves available to meet withyour management team and Board at your earliest convenience . We believe this proposal represents a unique opportunity to create significantvalue for Terra’s shareholders and employees, and that the combined company willbe better positioned to provide an enhanced value proposition to customers westside story poster . Wehope that you share our enthusiasm, and we look forward to a favorable reply bernstein westside story . Werespectfully request that you respond no later than January 30, 2009 Sincerely yours, Stephen R . WilsonChairman, President and Chief Executive OfficerCF Industries Holdings, Inc.Analyst/Investor Conference Call/WebcastCF Industries will be discussing the proposed transaction with analysts andinvestors on a conference call at 9:00am ET / 8:00am CT on Friday, January 16,2009. The conference call can be accessed by dialing 1 (866) 221-6685 (U.S.dial-in) or 1 (617) 896-9885 (International dial-in), conference code 79075105.Accompanying slides will be available on the CF Industries website at The company will also webcast the call to all interestedparties on its website West Side Story tickets – wikipedia .
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