Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Merger or Acquisition (September 2015)
24 slides from Cf Industries's merger presentation, Sep 2, 2015
Slide 1: OCI N.V. Investor Presentation September 2015
OCI OCI N.V. Investor Presentation September 2015
Slide 2: Combination with CF Industries
Combination with CF Industries OCI
Slide 3: Combination with CF Creates the Global Nitrogen Leader
Combination with CF Creates the Global Nitrogen Leader Summary Overview On 6 August 2015, OCI and CF announced the agreement to combine OCI’s North American, European and Global Distribution businesses with CF Industries’ global assets Combination creates the global nitrogen leader - Creation of the
Slide 4: Transaction Overview
Transaction Overview Combination to create the world’s largest publicly traded nitrogen company Highlights Approximately $ 8 billion enterprise value based on CF share price of $ 60.53 on 4th August 2015 CF will become a subsidiary of a new holding company domiciled in the United Kingdom OCI will co
Slide 5: Transaction Value Breakdown
Transaction Value Breakdown Fixed 25.6% equity stake in new CF - Value as at time of transaction announcement $ 4.9 bn - 25.6% in new CF to be decreased to reflect assumption of OCI NV’s € 339 m Convertible Bond by new CF $ 1,218 million consideration to be paid in a mix of cash and shares: - $ 518
Slide 6: Transaction Value Correlated to CF's Share Price
Transaction Value Correlated to CF’s Share Price Transaction Values at Different CF Share Prices ($ billion except share prices) 7.2 2.0 0.7 0.5 4.0 50.0 7.6 2.0 0.7 0.5 4.4 54.8* 8.0 2.0 0.7 0.5 4.9 60.5** 8.4 2.0 0.7 0.5 5.2 65.0 8.8 2.0 0.7 0.5 5.6 70.0 9.2 2.0 0.7 0.5 6.0 75.0 Total transaction
Slide 7: Implied Enterprise Value of OCI NV's Remaining Assets
Implied Enterprise Value of OCI NV’s Remaining Assets OCI1) Enterprise Value at Different Share Prices vs. Transaction Enterprise Value using CF Share Price of $ 55.842) OCI NV Enterprise Value ($ bn) Transaction Enterprise Value ($ bn) 9.3 7.6 22.00 10.3 7.6 25.94* 11.2 7.6 30.00 12.4 7.6 35.00 OCI
Slide 8: OCI NV Anticipated to Have Strong Balance Sheet Post-Transaction
OCI NV Anticipated to Have Strong Balance Sheet Post-Transaction Post-transaction OCI expected to have the balance sheet strength and financial flexibility to unlock further value - Indicative net debt post close of transaction, excluding Natgasoline project financing, of approximately $ 1.0 to 1.1
Slide 9: OCI N.V. Corporate Overview: History and Value Creation
OCI N.V. CORPORATE OVERVIEW History and Value Creation OCI
Slide 10: Company History 1950 - Present
Company History 1950 - Present Construction Established in the 1950s by Onsi Sawiris as a construction contractor in Egypt Developed into a leading industry player across the Middle East, Asia, USA and Europe 1996 - 2007 Cement Build-Up Developed cement group from a single production line in Egypt w
Slide 11: Investment Track Record Creating Shareholder Value
Investment Track Record Creating Shareholder Value OCI’s Shareholder Value Creation: 40% IRR 1999 IPO – Present History of successful investments including: – Cement (1996 – 2007): became top 10 global cement producer primarily through greenfield investments; sold the cement business to Lafarge at a
Slide 12: OCI N.V. Post Transaction
OCI N.V. POST TRANSACTION OCI
Slide 13: OCI N.V. Post-Transaction Investment Case
OCI N.V. Post-Transaction Investment Case Investment Highlights OCI Post-Transaction: – OCI will continue to own 51% of Sorfert, 100% of EFC and BioMCN, 60% of EBIC, 55% of Natgasoline – OCI N.V. remains headquartered in Amsterdam and listed on Euronext Amsterdam OCI’s management team remains at hel
Slide 14: OCI N.V. Post-Transaction Overview of Assets
OCI N.V. Post-Transaction Overview of Assets OCI Assets Post-Transaction Sorfert (51%) Sorfert: largest integrated nitrogen fertilizer producer in Africa Capable of producing 1.2 million tons urea and 1.6 million tons gross anhydrous ammonia per year EFC (100%) Egyptian Fertilizers Company: 1.55 mil
Slide 15: Operating Production Facilities in 3 Countries and 1 Under Construction
OCI N.V. Post-Transaction 4 Operating Production Facilities in 3 Countries and 1 Under Construction BioMCN (Netherlands) 440 ktpa of methanol (operational) 430 ktpa of methanol (mothballed) Egyptian Fertilizers Company (EFC) 1.55 mtpa of urea Egypt Basic Industries Corp. (EBIC) 730 ktpa of ammonia N
Slide 16: Upside Potential from Egyptian Operations
OCI N.V. Post-Transaction Upside Potential from Egyptian Operations Focus on Improving Capacity Utilization On 30 August 2015, ENI announced the discovery of a “supergiant” gas field in the Egyptian offshore, the largest ever found in the Mediterranean Sea – The discovery, after full development, wi
Slide 17: Sorfert Ramping Up to Full Potential, Deleveraging Rapidly
OCI N.V. Post-Transaction Sorfert Ramping Up to Full Potential, Deleveraging Rapidly Plant Overview 1.26 mtpa urea and 1.8 mtpa gross ammonia export-focused production complex in Algeria New facility, started up at end-2013 OCI ownership 51%, Sonatrach 49% Strategic location with easy port access La
Slide 18: Natgasoline LLC Greenfield – Scheduled for Completion
Natgasoline LLC Greenfield – Scheduled for Completion in 2017 Natgasoline LLC World scale greenfield methanol production complex currently under development Expected to produce approximately 1.75 million metric tons of methanol per year Located in Beaumont, Texas, on plot adjacent to OCI Beaumont Ai
Slide 19: BioMCN Unlocking Strategic Value
BioMCN Unlocking Strategic Value BioMCN Overview OCI acquired BioMCN in June 2015 for EUR 15M BioMCN is one of Europe’s largest methanol producers and a pioneer in bio-methanol Consists of two plants, of which one operational (440 ktpa) and one mothballed (430 ktpa) The plant site is located at the
Slide 20: Listing Information
Listing Information OCI
Slide 21: OCI N.V. Listing Information
OCI N.V. Listing Information Listing Information Headquartered in Amsterdam, The Netherlands Trading on Euronext Amsterdam since 25 January 2013 (NYSE Euronext: OCI) Number of shares: 210,113,854 Demerger of Construction business effective 9 March 2015: – $ 1.4 bn repayment of capital to OCI N.V. sh
Slide 22: Disclaimer: Forward Looking Statements
Disclaimer Forward Looking Statements Certain statements contained herein are “forward-looking statements” that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements address certain plans, activities or events which OCI ex
Slide 23: Disclaimer: Important Additional Information and Where to Find It
Disclaimer Important Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transactions, the new holding company will file wi
Slide 24: Investor relations contact
OCI EBIC Egypt Basic Industries For OCI N.V. investor relations enquiries contact: Hans Zayed hans.zayed@oci.nl T +31 (0) 6 18 25 13 67 OCI N.V. corporate website: www.oci.nl
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