defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to 240.14a-12 |
Terra Industries Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Filed by Terra Industries Inc.
Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Terra Industries Inc.
Commission File No.:001-08520
February 15, 2010
Dear Fellow Terra Employee:
I am writing to update you on important news about Terra.
Earlier today, we announced an agreement to be acquired by Yara International ASA (Yara) for
US$41.10 per share in cash. We are excited about this business combination, which we believe
represents a winning proposition and significant opportunity for Terra, our employees and our
shareholders. A copy of todays press release is attached for your convenience and can be found on
Terra Online.
As you may know, we have enjoyed a strong partnership with Yara since forming our GrowHow UK joint
venture in the United Kingdom in 2007. As the worlds largest supplier of plant nutrients, Yara
has a solid understanding of the nitrogen business and the value we place on producing and
distributing ingredients essential to meeting the needs of a growing global population. With
access to Yaras terminals and Canadian facilities we greatly enhance our North American presence
and product offerings. Yara has called this combination of our companies a perfect fit, and I
agree. Terras North American business rounds out Yaras global footprint, while Yaras size and
scope provide Terra with enhanced opportunities.
Following the close of the transaction, Terra will become a wholly-owned subsidiary of Yara and
will be called Yara North America. Yara North America will oversee all North American operations
for the combined company, including Yaras manufacturing and sales facilities in the United States
and Canada. I will serve as President of Yara North America and Sioux City will become the
headquarters of Yaras North American operations.
Let me emphasize that you Terras hard working employees remain a top priority. This
combination with Yara offers you the opportunity to be part of a larger, stronger global
organization with a shared vision and the depth of resources that are increasingly beneficial for
sustained success in our industry. We expect many exciting career opportunities to emerge through
this combination. Yara shares our strong belief that you are among Terras most valuable assets.
Until the transaction closes, which we expect will happen by the end of the second quarter, we do
not expect changes in your day-to-day responsibilities. Following the completion of the
transaction we expect that existing roles, responsibilities and reporting relationships will remain
largely the same; compensation and benefits will be the same or comparable in value; and our
agricultural and industrial customers will be able to continue to rely on people whom theyve come
to know and trust to provide Terras high-quality products and services.
So what are the next steps? We will begin working with Yara to obtain the required regulatory and
shareholder approvals necessary to close this transaction. Until the transaction closes, it is
important to remember that we will operate as separate companies and you should continue to conduct
business as usual.
I am currently in Oslo, Norway with the Yara team, but am looking forward to visiting with many of
you to discuss the benefits of this important transaction. I hope that you will share my
enthusiasm about this opportunity and I am eager to introduce you to Yaras dynamic leadership
team.
We recognize that you have questions regarding this announcement. Attached please find a
Frequently Asked Questions document. Should you have any further questions, I encourage you to
speak with your manager.
This announcement will most certainly garner interest from the media, investors and other
interested third parties and it is important that we speak with one voice. Accordingly, consistent
with our existing policy, please forward all investor and media calls to Joe Ewing at 712-277-7305.
We will make every effort to keep you informed throughout this process, keeping in mind that there
are certain legal and regulatory requirements that we must follow. In the meantime, we are
counting on you to focus on our objectives and continue working with the same level of passion and
commitment you have demonstrated so consistently in the past. I am extremely proud of our progress
and sincerely thank each of you for your hard work and dedication to Terra.
I am excited about the opportunities this transaction will afford Terra and confident that together
with Yara we have a bright future.
Sincerely,
Mike Bennett
Terra President and CEO
Important Information
Terra Industries Inc. (Terra) plans to file with the Securities and Exchange Commission (the
SEC) and mail to its shareholders a proxy statement regarding the proposed business combination
with Yara International ASA (Yara). Investors and security holders are urged to read the proxy
statement relating to such business combination and any other relevant documents filed with the SEC
(when available), because they will contain important information. Investors and security holders
may obtain a free copy of the proxy statement and other documents that Terra files with the SEC
(when available) at the SECs Web site at www.sec.gov and Terras Web site at
www.terraindustries.com. In addition, the proxy statement and other documents filed by Terra with
the SEC (when available) may be obtained from Terra free of charge by directing a request to Terra
Industries Inc., Attn: Investor Relations, Terra Industries Inc., 600 Fourth Street, P.O. Box 6000,
Sioux City, IA 51102-6000.
Certain Information Regarding Participants
Terra, its directors, executive officers and certain employees may be deemed to be participants in
the solicitation of Terras security holders in connection with the proposed business combination
with Yara. Security holders may obtain information regarding the names, affiliations and interests
of such individuals in Terras Annual Report on Form 10-K for the year ended December 31, 2008,
which was filed with the SEC on February 27, 2009 and amended on April 28, 2009, its definitive
proxy statement for the 2009 Annual Meeting, which was filed with the SEC on October 13, 2009, and
its Current Report on Form 8-K filed with the SEC on December 1, 2009. To the extent holdings of
Terra securities have changed since the amounts printed in the definitive proxy statement for the
2009 Annual Meeting, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such
individuals can also be obtained from the proxy statement relating to the proposed business
combination with Yara when it is filed by Terra with the SEC. These documents (when available) may
be obtained free of charge from the SECs Web site at www.sec.gov and Terras Web site at
www.terraindustries.com.
Forward-Looking Statements
Certain statements in this communication may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are
based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and
results may differ materially from what is expressed or forecasted in these forward-looking
statements. As a result, these statements speak only as of the date they were made and Terra
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as otherwise required by law. Words
such as expects, intends, plans, projects, believes, estimates, and similar expressions
are used to identify these forward-looking statements. The forward-looking statements contained
herein include statements about the proposed business combination with Yara. Forward-looking
statements are not guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. These risks, uncertainties and assumptions include,
among others:
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the possibility that various closing conditions for the proposed business
combination with Yara may not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the consummation of the transaction, |
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the risk that Terras shareholders fail to approve the proposed business
combination, |
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the risk that Yaras shareholders fail to approve the proposed capital
increase for its rights offering, |
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that risk that the proposed business combination with Yara will not close
within the anticipated time period, |
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the risk that disruptions from the proposed business combination with Yara
will harm Terras relationships with its customers, employees and suppliers, |
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the diversion of management time on issues related to the proposed business
combination with Yara, |
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the outcome of any legal proceedings challenging the proposed business
combination with Yara, |
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the amount of the costs, fees, expenses and charges related to the proposed
business combination with Yara, |
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changes in financial and capital markets, |
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general economic conditions within the agricultural industry, |
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competitive factors and price changes (principally, sales prices of nitrogen
and methanol products and natural gas costs), |
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changes in product mix, |
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changes in the seasonality of demand patterns, |
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changes in weather conditions, |
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changes in environmental and other government regulations, |
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changes in agricultural regulations and |
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changes in the securities trading markets. |
Additional information as to these factors can be found in Terras 2008 Annual Report/10-K and in
Terras subsequent Quarterly Reports on Form 10-Q, in each case in the sections entitled
Business, Risk Factors, Legal Proceedings, and Managements Discussion and Analysis of
Financial Condition and Results of Operations, and in the Notes to the consolidated financial
statements.