Terra Rejects Latest CF Proposal

NEW YORK (TheStreet) -- Terra Industries(TRA Quote) rejected an offer CF Industries (CF Quote) submitted over the weekend, saying the proposal contained the same economic terms as CF's already-rejected proposal from Nov. 1.

Terra said the latest CF proposal included a 30-day "go shop" provision subject to a breakup fee and expense reimbursement.

"Terra's Board of Directors previously rejected CF's proposal as financially inadequate, and has once again concluded that the proposed merger agreement does not provide any basis for engagement with CF," Terra said in a statement late Sunday.

On Friday, Terra shareholders elected three dissident candidates nominated by CF Industries to its board, boosting CF's efforts to buy Terra, which is has been pursuing since January.

With the vote, CF also improved its chances of turning back Agrium(AGU Quote), which announced last week that its tender offer for CF persuaded 63% of CF's shareholders to accept the deal.

"Nothing about the vote changed the value of CF's proposal," said Michael Bennett, Terra president and CEO, Sunday in a statement. "We continue to believe that Terra's current strategy, which capitalizes on our attractive product mix, diversified customer base and geographic advantages, will deliver greater value than CF's proposal. Accordingly, our focus continues to be executing on our strategy to deliver results for Terra shareholders."

CF's offer on Nov. 1 was for $32 in cash, including a special dividend of $7.50 a share declared by Terra, and 0.1034 of a CF common share for each Terra share. The deal is valued at more than $4 billion.

-- Reported by Joseph Woelfel in New York .

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