SIOUX CITY, Iowa (AP) — Fertilizer manufacturer Terra Industries Inc. said two independent proxy companies recommend that Terra shareholders elect three of the company’s board members at the upcoming annual meeting.

The Sioux City-based company is fighting off buyout attempts by competitor CF Industries Holdings Inc., which has recommended three of its own board candidates.

In a statement released Wednesday, Terra said that PROXY Governance Inc. and Egan-Jones Proxy Services recommend Terra directors Martha O. Hesse, Dennis McGlone, and Henry R. Slack.

The election is scheduled for Terra’s annual meeting on Nov. 20.

“CF Industries Holdings Inc.’s latest proposal is inadequate and opportunistic and not in the best interests of Terra shareholders,” Terra CEO Michael Bennett said in a statement. “We strongly believe that CF’s nominees, if elected to Terra’s board, would work to advance CF’s inadequate proposal and CF’s self-serving interests at the expense of all other Terra shareholders.”

Terra shares were down $1.01, or 2.8 percent, to $35.68 in afternoon trading.

CF Industries fell $1.72, or 2 percent, to $77.90.

On Nov. 4, Terra rejected CF Industries’ latest unsolicited takeover offer of $4.1 billion, calling it inadequate and opportunistic. CF Industries said the bid was worth $40.61 per share, a 5 percent premium on its previous offer.

The Deerfield, Ill.-based company has made five offers for Terra since mid-January.

In a Nov. 11 note, PROXY Governance said a combined company would “diversify away some of the benefits of the strong competitive position Terra’s board and management have built over the years.”

Egan-Jones issued a Nov. 9 note that said none of CF Industries’ offers were an improvement over the initial offer made in January. The company concluded that the election of Terra’s board members was in the best interest of the company.

The fertilizer industry was ripe for consolidation at the beginning of the year when share prices had been beaten down as farmer demand for fertilizer dropped in a declining economy. As demand and pricing fell, so did the stocks in fertilizer companies.

CF itself has been the target of a takeover by its rival Agrium Inc., which offered $4.5 billion last week. It was rejected by CF Industries as significantly undervaluing the company.

Copyright 2009 The AP.