CORRECT:UPDATE: Yara To Acquire Terra In $4.1 Billion Friendly Takeover
16 February 2010 - 8:21AM
Dow Jones News
Norway's Yara International ASA (YAR.OS) announced plans Monday
to acquire U.S. fertilizer producer Terra Industries (TRA) in a
$4.1 billion agreed cash deal that comes amid a scramble for global
agribusiness assets.
The proposed acquisition tops the value of earlier bids made by
U.S. rival CF Industries Inc. (CF) during an unsuccessful year-long
hostile pursuit.
The global fertilizer market is recovering from a two-year
boom-and-bust, triggering a series of efforts to tap improving
supply and demand conditions.
The acquisitive Yara, which plans to finance the proposed deal
with a $2 billion to $2.5 billion rights issue, had long been seen
as a white knight for Terra. CF, which dropped its pursuit last
month, still faces a near $5 billion hostile bid from Canada's
Agrium Inc. (AGU).
Yara is already one of the world's largest fertilizer producers,
and Terra is prized as a U.S. focused pure-play on nitrogen-based
products with an expanding industrial unit complementing its
agribusiness interests.
Nitrogen prices have been far more resilient than those for
phosphate and potash, which are also used to produce crop
nutrients.
"Yara and Terra are a perfect fit, and the combination will
elevate Yara to a truly global leader in the industry," said Yara
Chief Executive Jorgen Ole Haslestad.
The Norwegian group is offering $41.10 for each Terra share, a
23.6% premium to its target's $33.25 Friday close. U.S. markets are
closed Monday. This compares with the indicative $39.64 of the
lapsed cash-and-stock offer from CF, based on Friday's close and
including a $7.50 special dividend paid by Terra.
Terra's management had expressed its desire to remain
independent throughout its battle with CF, insisting that the offer
undervalued the company. Chief Executive Michael Bennett will stay
on to head a new unit combining the groups' assets, to be known as
Yara North America.
Yara and Terra expect the proposed deal to close by the end of
the second quarter, subject to shareholder and regulatory
approval--including the Committee on Foreign Investment In The
United States--as well as the successful execution of the rights
issue.
The Norwegian government and the country's National Insurance
Fund, Yara's two largest shareholders, said they planned to
subscribe on a pro rata basis.
Yara shares slid 6.9% on uncertainty over the dilutive impact of
the rights issue and concerns that the Yara is paying a full price
for Terra. Ratings services Standard & Poor's and Moody's
Investors Services also put the company on watch for possible
downgrade.
Analyst Per Haagensen at Fondsfinans said the uncertainty will
likely weigh on shares for some time. But he noted that the
transaction "makes sense, there is no question about that." The
proposed merger will allow Yara and Terra to strengthen their
positions in the U.S. market.
The proposed deal was announced alongside fourth-quarter
earnings and an upbeat assessment of industry trends.
"We saw a major improvement in fertilizer markets towards the
end of the fourth quarter, as global nitrogen and phosphate markets
turned demand-driven," Haslestad said.
Net profit of NOK1.42 billion ($239.5 million) compared with a
year-earlier loss of NOK2.11 billion a year earlier, boosted by a
NOK1 billion tax credit. Revenue was NOK13.40 billion, down from
NOK18.76 billion a year ago.
-By Karl Bruze and Doug Cameron, Dow Jones Newswires;
+46-8-5451-3095; karl.bruze@dowjones.com
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