When fertilizer maker Terra Industries found itself the target of a $2.1 billion hostile bid from CF Industries, Inc., a larger competitor, it knew that it needed a seasoned veteran to advise it. Terra found her in Cravath, Swaine & Moore’s Faiza Saeed, whose resume includes representing Vivendi in its $46 billion merger with The Seagram Company Ltd., and DreamWorks Animation L.L.C. in its $4.1 billion spin-off IPO.
Saeed makes playing defense sound simple. “Your job,” she says, “is to regain control of the playing field and get the best value for Terra shareholders.” But her work in what became a 15-month battle was complicated, almost from the start. About a month after launching its offer for Terra, CF itself became the target of a hostile bid, from Agrium Inc., a Canadian rival. Negotiating with CF now posed greater risks for Terra, since the value of CF’s bid for Terra (which was in CF stock) and Terra’s stock price would be affected by Agrium’s moves. The battle, Saeed says, was turning into “a little bit of a three-ring circus.”
