Yara has signed a cash merger agreement with Terra
(Thomson Reuters ONE) - Not for distribution into the United States.Oslo (2010-02-15): Yara International ASA has signed a cash merger agreementwith Terra Industries Inc. at a price of USD 41.10 per Terra share, representinga market capitalization of Terra of USD 4.1 billion. The transaction will giveYara an improved position in the US, and is planned to be supported by a Yararights issue of USD 2.0-2.5 billion.The agreed Terra share price of USD 41.10 represents a premium of 23.6% abovethe closing price on 12 February 2010."Yara is committed to the US market, and this transaction presents an attractiveopportunity for both companies to strengthen their positions in the US. Yara andTerra are a perfect fit, and the combination will elevate Yara to a truly globalleader in the industry. Both companies are strong in ammonia and nitrates, andhave complementary geographical footprints. Terra's ammonia and upgradedfertilizer distribution system in the US will be combined with Yara's globalsourcing and optimization capabilities as the world's largest producer andtrader of fertilizer and ammonia", says J?n Ole Haslestad, President and CEOof Yara International ASA.Terra owns and operates six nitrogen manufacturing facilities in North Americaand owns a 50% interest in joint ventures in Trinidad and the United Kingdom,the latter in partnership with Yara. Terra has total production capacities ofapproximately 3.6 million tons ammonia, 3.0 million tons UAN, 1.2 million tonsAN, 0.3 million tons urea and 0.3 million tons NPK, including those from itsequity shares in its joint ventures. The company reported in 2008 and fortwelve months ended 30 September 2009, turnover of USD 2.9 billion and USD 1.9billion respectively, and net income of USD 641 million and USD 321 million,respectively. Terra has approximately 940 employees in the US and Canada."We have signed the merger agreement on the basis of Yara's proven M&A valuecreating track record, a positive fertilizer market outlook and the improvedcompetitive edge of US nitrogen producers. The structural changes over the lastyears in the global and US gas market with ample LNG and shale gas have stronglyimproved the US producers cost position. North American producers are inaddition benefiting from logistical advantages as the US will continue to needlarge imports of nitrogen, and the high construction costs for new plants nowfavor existing production capacity", says J?n Ole Haslestad.Yara has identified yearly cost synergies with pre-tax effects of USD 60 millionto be harvested within a year after closing. In addition, Yara is targeting softsynergies of the same magnitude, including improved utilization and optimizationof logistical systems.Terra has delivered an average annual adjusted EBITDA of USD 613 million overthe last three years ending September 2009. The estimated enterprise value ofUSD 4.3 billion corresponds to an EBITDA multiple of 7.0 before synergies and5.9 after synergies.The transaction has been unanimously approved by Yara's Board of Directors andunanimously approved by Terra's Board of Directors. The closing of thetransaction is subject to customary closing conditions, including the approvalby Terra's shareholder meeting, the approval by Yara's general meeting of therights issue and approvals from relevant regulatory authorities. The transactionis currently planned to be closed around June 2010. The transaction is notsubject to other financing conditions than the approval by Yara's generalmeeting of the rights issue.The planned rights issue is dimensioned to support Yara's targeted credit ratingand is expected to be carried out around May 2010. The issue price is expectedto be set shortly prior to the launch of the rights issue.Yara's largest shareholder, The Norwegian Government (36.21% ownership), hasstated it is positive to subscribe for its pro rata share of the planned rightsissue, provided parliamentary approval.The National Insurance Fund (Folketrygdfondet, 6.57% ownership) has entered intoan agreement to underwrite and subscribe for its pro rata share of the rightsissue.The remaining part of the rights issue is underwritten by Citi, Deutsche Bankand Nordea, subject to customary terms and conditions and the Norwegiangovernment subscribing its pro rata share.Analysts and investor presentation and conference callAn analysts and investor presentation will be held in Yara's office in Bygd?ll? in Oslo at 09:30 CET. The presentation will be web cast. Attached is thelink to presentation material and the web cast.Link to webcast:http://media01.smartcom.no/Microsite/start.aspx?eventid=4928Link to presentation material:http://www.yara.com/investor_relations/index.aspxThere will also be an English conference call in the afternoon with anopportunity to ask questions to Yara's CEO and CFO at 14:00 CET the same day.European dial-in number +44 20 7162 0025 - conference id: 858356Up to two weeks after the call, you may listen to the replay by calling:+44 20 7031 4064, code 858356 or+47 21 50 12 92 ContactTorgeir Kvidal, Investor RelationsTelephone (+47) 24 15 72 95Cellular (+47) 91 33 98 32E-mail torgeir.kvidal(at)yara.com
Themen in dieser Pressemitteilung:
Unternehmensinformation / Kurzprofil:
Datum: 15.02.2010 - 02:09 Uhr
Sprache: Deutsch
News-ID 1010395
Anzahl Zeichen: 0
contact information:
Contact person:
Town:
Oslo
Phone:
Kategorie:
Business News
Anmerkungen:
Diese Pressemitteilung wurde bisher 184 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Yara has signed a cash merger agreement with Terra
"
steht unter der journalistisch-redaktionellen Verantwortung von
Yara International ASA (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
