Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Merger or Acquisition (June 2009)
13 slides from Cf Industries's merger presentation, Jun 10, 2009
Slide 1: Filed by Agrium Inc. Pursuant to Rule 425
Filed by Agrium Inc. (Commission File No. 333-157966) Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: CF Industries Holdings, Inc.
Slide 2: Fundamentals of Growth: Agrium Response to CF's June 4 Form 425 Assertions
Fundamentals of Growth Agrium: Response to CF’s June 4 Form 425 Assertions June 2009
Slide 3: Important Information
Important Information This presentation does not constitute an offer to exchange, or a solicitation of an offer to exchange, common stock of CF Industries Holdings, Inc. (“CF”), nor is it a substitute for the Tender Offer Statement on Schedule TO or the Prospectus/Offer to Exchange included in the R
Slide 4: Forward-Looking Statements
Forward-Looking Statements Certain statements and other information included in this presentation constitute “forward-looking information” within the meaning of applicable Canadian securities legislation or constitute “forward-looking statements” (together, “forward-looking statements”). All stateme
Slide 5: Unaffected CF Share Price
Unaffected CF Share Price CF Form 425 Agrium Response 1) Sector growth applied to stock price, supported by cash on balance sheet – CF’s stock price supported by $16.64/share net cash (~21% of equity value) – Cash does not vary with stock price movements: growth should be applied only to operating a
Slide 6: CF Stock Price
CF Stock Price CF Form 425 Agrium Response 1) Agrium believes the market is focused on 2010E multiple, not 2009E – 2010E provides a longer-term outlook on industry profitability – Street estimates for peer group EV/EBITDA multiples are significantly lower for 2010E than 2009E – Ref. ISS Presentation
Slide 7: Global Peers Trading Multiples
Global Peers Trading Multiples CF Form 425 Agrium Response 1) Inconsistent peer group – Includes Agrium, CF, Terra: none of these included in “stock price” peer group (CF pg 4) or “current sector valuations” (CF pg 6) – CF and Terra are both affected 2) Street estimates closer to ‘owned’ EBITDA vs.
Slide 8: Current Sector Valuations
Current Sector Valuations CF Form 425 Agrium Response 1) Agrium believes 2010E EBITDA is a more appropriate estimate to use than NTM, as it provides a longer- term outlook on industry profitability 2) Potash companies are trading at the highest multiples of the three main sectors (nitrogen, phosphat
Slide 9: Current Sector Valuations
Current Sector Valuations Agrium’s methodology indicates an average peer EV / 2010E EBITDA multiple of 6.2x Multiples are biased upward due to potash weighting CF Owned TRA Owned (US$ in millions) POT Yara IPI ICL K+S MOS CF AGU TRA EBITDA EBITDA Price (US$ / share) $ 117.06 $ 33.49 $ 33.65 $ 11.84
Slide 10: Market Increases vs. Agrium's Offer
Market Increases vs. Agrium’s Offer CF Form 425 Agrium Response 1) Agrium does not believe CF’s share price should increase in line with these composites given the “reverse leverage” created by the $16.64 per share of net cash in the business – This value does not vary with stock price movements – R
Slide 11: CF Shareholder Base
CF Shareholder Base CF Form 425 Agrium Response 1) GROWMARK filed a Form 144 on May 11, 2009 giving notice of its intention to sell 1.5 million shares. Rule 144(h) under the Securities Act requires that the person filing a Form 144 “have a bona fide intention” to sell shares within a reasonable peri
Slide 12: Appendix
Appendix Fundamentals of Growth 11
Slide 13: Appendix
Appendix Fundamentals of Growth 12
CF Industries Holdings — Merger or Acquisition (June 2009) on 6ix