PRINTABLE VERSION   EMAIL TO A FRIEND   RSS FEEDS 17:53 UK, 15th Feb 2010, by Agrimoney.com
Yara tightens grip on US with $4bn Terra purchase

Yara International unveiled the $4.1bn cash purchase of US rival Terra Industries, in a takeover it said would make it "truly a global leader" in the nitrogen fertilizer industry.

Yara, already the world's biggest nitrogen fertilizer group, is to undertake a rights issue of $2.0bn-2.5bn to pay for the agreed deal, which offers Terra investors $41.10 a share, a 24% premium on the stock's closing price on Friday.

"This transaction presents an attractive opportunity for both companies to strengthen their positions in the US," Jørgen Ole Haslestad, the Yara chief executive, said.

"Yara and Terra are a perfect fit, and the combination will elevate Yara to a truly global leader in the industry."

Yara shares fell 6% in morning deals in Oslo.

'Solid understanding'

Terra said that the "compelling" deal would build on the groups' existing relationship built up through GrowHow, UK joint venture started in 2007.

Michael Bennett, the Terra chief executive, who will become head of Yara's North American division, said: "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."

The deal comes a month after Terra evaded a year-long pursuit by US-based CF Industries, rejecting a succession of raised bids including a December offer equivalent to about $38.40 a share once a special dividend of $7.50 a share was taken into account.

US market dynamics 

Yara said that the acquisitiong was being undertaken in part to exploit the "improved competitive edge" of US nitrogen producers, whose costs had been lowered by industry changes which had improved supplies of liquid national gas and shale gas, key raw materials.

"North American producers are in addition benefiting from logistical advantages, as the US will continue to need large imports of nitrogen, and the high construction costs for new plants now favour existing production capacity", Mr Ole Haslestad said.

Yara estimated it would cut costs by $60m a year, on a pre-tax basis, by stripping out duplicated functions, with a further $60m in "soft synergies", such as improving logistics and optimising factory use.

It added that the rights issue, aimed at supporting its credit rating, had been pencilled in for "around" May, and would set an issue price for the new shares at the time of the launch.

The Norwegian government, which owns 36.2% of Yara,  has said it is "positive" about subscribing for the rights issue, with the country's National Insurance Fund signing an underwriting and subscription agreement relating to its 6.6% stake.

Market reaction

The deal was welcomed by many analysts, with London broker Icap seeing the deal as "strategically sensible".

"Our initial reaction is that we are positive on the Terra transaction and would use any excessive share price weakness to buy the shares," Icap said.

SEB Enskilda analyst Sjur Malm said:"Yara has a strong track record of value creating acquisitions and at first glance the Terra deal seems to fall into this category."

Hower, analysts at Oslo-based Pareto Securities said that the deal was "on the expensive side", valuing Terra at 14 times this year's earnings, compared with the 11 times that Yara was trading on.

Yara shares closed down 6.9% at NKr225.70 in Oslo.

Terra shares closed at $33.25 on Friday in New York, where markets are closed on Monday for the President's day holiday.

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