UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
Terra Industries Inc.
(Name of Subject Company)
Terra Industries Inc.
(Name of Person Filing Statement)
Common Shares, without par value
(Title of Class of Securities)
880915103
(CUSIP Number of Class of Securities)
John W. Huey, Esq.
Vice President, General Counsel and
Corporate Secretary
Terra Industries Inc.
Terra Centre
600 Fourth Street
P.O. Box 6000
Sioux City, Iowa 51102-6000
Telephone: (712) 277-1340
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
Copies to:
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Faiza J. Saeed, Esq.
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David C. Karp, Esq. |
Thomas E. Dunn, Esq.
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Wachtell, Lipton, Rosen & Katz |
Cravath, Swaine & Moore LLP
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51 West 52nd Street |
Worldwide Plaza
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New York, New York 10019 |
825 Eighth Avenue
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Telephone: (212) 403-1000 |
New York, New York 10019 |
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Telephone: (212) 474-1000 |
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o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 4 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended from time to time, the Statement) originally filed by
Terra Industries Inc., a Maryland corporation (Terra), with the Securities and Exchange
Commission on March 12, 2010, relating to the offer by CF Industries Holdings, Inc., a Delaware
corporation (CF), through its indirect wholly-owned subsidiary, Composite Merger Corporation, a
Maryland corporation (CF Sub), as disclosed in the Tender Offer Statement on Schedule TO, dated
March 5, 2010 (as amended or supplemented from time to time, the Schedule TO), to exchange each
outstanding common share of Terra, without par value (the Terra Common Shares), for (i) $37.15 in
cash, less any applicable withholding taxes and without interest, and (ii) 0.0953 of a share of
common stock, par value $0.01 per share, of CF (together with the associated preferred stock
purchase rights) (the CF Common Stock), upon the terms and subject to the conditions set forth in
(a) the Preliminary Prospectus/Offer to Exchange, dated March 5, 2010 (as amended or supplemented
from time to time, the Exchange Offer), and (b) the related Letter of Transmittal (which,
together with the Exchange Offer and any amendments or supplements thereto from time to time,
constitute the Offer). Capitalized terms used but not defined herein have the meanings set forth
in the Statement. Except as specifically noted herein, the information set forth in the Statement
remains unchanged.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 2. Identity and Background of Filing PersonOffer is hereby amended and supplemented
by adding the following new paragraph after the fifth paragraph thereof:
On March 23, 2010, the Canadian Minister of Transport notified CF and Terra that the Offer
does not raise public interest issues as it relates to national transportation. On March 30, 2010,
the Canadian Competition Bureau issued CF a no action
letter confirming that the Canadian Commissioner of Competition does
not intend to challenge CFs acquisition of Terra and granting early termination of the mandatory waiting period
concerning the Offer.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4. The Solicitation or RecommendationBackground of the Offer and Reasons for
RecommendationBackground of the Offer is hereby amended and supplemented by adding the following
new paragraphs at the end thereof:
On March 23, 2010, the Canadian Minister of Transport notified CF and Terra that the Offer
does not raise public interest issues as it relates to national transportation.
On March 30, 2010, the Canadian Competition Bureau issued CF a no action
letter confirming that the Canadian Commissioner of Competition does
not intend to challenge CFs acquisition of Terra and granting early termination of the
mandatory waiting period concerning the Offer.
ITEM 8. ADDITIONAL INFORMATION.
Item 8. Additional InformationRegulatory ApprovalsCanadian Antitrust Considerations is
hereby amended and supplemented by adding the following sentence to the end of the first paragraph
thereof:
On March 30, 2010, the Canadian Competition Bureau issued CF a no action
letter confirming that the Competition Commissioner does
not intend to challenge CFs acquisition of Terra and granting early termination of the mandatory
waiting period concerning the Offer.
Item 8. Additional InformationRegulatory ApprovalsCanada Transportation Act is hereby
amended and supplemented by adding the following sentence to the end of the second paragraph
thereof:
On March 23, 2010, the Transport Minister notified CF and Terra that the Offer does not raise
public interest issues as it relates to national transportation.
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