Terra Industries, Inc. (NYSE: TRA) (“Terra”) today announced that its Board of Directors declared a dividend of $0.10 per common share, payable April 22, 2010, to holders of record as of April 1, 2010.

As announced on March 12, 2010, Terra entered into a merger agreement with CF Industries Holdings, Inc. (“CF Industries”), pursuant to which Terra stockholders will receive $37.15 in cash and 0.0953 of a share of CF Industries common stock for each Terra common share. Pursuant to the merger agreement with CF Industries, if the merger between CF Industries and Terra is consummated prior to the April 22, 2010 payment date for the first quarter dividend, CF Industries will pay the first quarter dividend on behalf of Terra on the payment date.

About Terra

Terra Industries Inc., with 2009 revenues of $1.6 billion, is a leading North American producer and marketer of nitrogen products.

Important Information

This communication is neither an offer to purchase nor the solicitation of an offer to sell any securities. In connection with the exchange offer by CF Industries Holdings, Inc. (“CF Industries”) referred to in this communication, Terra Industries Inc. (“Terra”) has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) and expects to file amendments thereto. Investors and security holders are urged to read the Solicitation/Recommendation Statement on Schedule 14D-9 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 Solicitation/Recommendation Statement on Schedule 14D-9 and other documents that Terra files with the SEC (when available) at the SEC’s Web site at www.sec.gov and Terra’s Web site at www.terraindustries.com. In addition, the Solicitation/Recommendation Statement on Schedule 14D-9 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.

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. Statements made in connection with the exchange offer referred to in this communication are not subject to the safe harbor protections provided to forward-looking statements under 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 exchange offer by CF Industries and the proposed merger of a wholly owned subsidiary of CF Industries into Terra. 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:

  • the possibility that various conditions to the consummation of the CF Industries exchange offer and merger may not be satisfied or waived,
  • uncertainty as to how many shares of Terra common stock will be tendered into the CF Industries exchange offer,
  • the risk that competing offers will be made,
  • that risk that the CF Industries exchange offer and merger will not close within the anticipated time periods,
  • the risk that disruptions from the CF Industries transactions will harm Terra’s relationships with its customers, employees and suppliers,
  • the diversion of management time on issues related to the CF Industries exchange offer and merger,
  • the outcome of any legal proceedings challenging the CF Industries exchange offer or merger,
  • the amount of the costs, fees, expenses and charges related to the CF Industries transactions,
  • changes in financial and capital markets,
  • general economic conditions within the agricultural industry,
  • competitive factors and price changes (principally, sales prices of nitrogen and methanol products and natural gas costs),
  • changes in product mix,
  • changes in the seasonality of demand patterns,
  • changes in weather conditions,
  • changes in environmental and other government regulations,
  • changes in agricultural regulations and
  • changes in the securities trading markets.

Additional information as to these factors can be found in Terra’s 2009 Annual Report/10-K and in Terra’s subsequent Quarterly Reports on Form 10-Q (when available), in each case in the sections entitled “Business,” “Risk Factors,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in the Notes to the consolidated financial statements.

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