Oslo (2010-03-12): Yara International ASA (Yara) has notified Terra Industries Inc. (Terra) that it will not propose an improvement to the cash merger agreement signed 12 February by Yara and Terra.
As announced 10 March, Yara has received a notification from Terra Industries Inc. (Terra) that the proposal from CF Industries is, in Terra's view, a superior proposal to the merger agreement signed by Yara and Terra. The merger agreement may be terminated under certain circumstances, including if Terra receives a superior proposal, as that term is defined in the merger agreement, provides advance notice to Yara and Yara does not match the superior proposal within five business days. If Terra terminates the merger agreement under such circumstances, Yara will be entitled to a USD 123 million break-up fee payable concurrently with merger agreement termination.
"Terra would be a perfect fit to Yara and attractive at our proposed valuation, but we will not increase our offer that was first accepted by the Terra Board. The growth ambition of Yara will be carried out for the future on the same value generating basis as the company has done successfully in the past. US remains an attractive market for us and we will continue to search for opportunities to grow our business in the region. We remain the global leader in the fertilizer industry, and there will be more opportunities around the world to grow our business further", says Jørgen Ole Haslestad, President and CEO of Yara International ASA.
Yara continues to use all appropriate efforts to consummate the merger and reserves all rights under the merger agreement until such time, if ever, as the merger agreement is terminated in accordance with its terms.
Torgeir Kvidal, Investor Relations
Telephone (+47) 24 15 72 95
Cellular (+47) 91 339 832
Asle Skredderberget, Media Relations
Cellular (+47) 41 44 36 10
Yara International ASA is the world's leading chemical company that converts energy, natural minerals and nitrogen from the air into essential products for farmers and industrial customers. As the number one global supplier of mineral fertilizers, we help provide food for a growing world population. Our industrial product portfolio includes environmental protection agents that prevent air pollution. Yara's global workforce of 8000 employees represents the great diversity and knowledge that enables Yara to remain a leading performer in the industry.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)