Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Merger or Acquisition (March 2009)
28 slides from Cf Industries's merger presentation, Mar 10, 2009
Slide 1: Filed by Agrium Inc. Pursuant to Rule 425
Filed by Agrium Inc. (Commission File No. 001-14460) Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: CF Industries Holdings, Inc. (Commission File No. 001-32597) ***** Mr. Ron Wilkinson, Senior Vice President, Agrium and President, Wholesale presented at the Credit Suisse Glob
Slide 2: Agrium: Growing Across the Value Chain
Agrium: Growing Across the Value Chain March 2009 growing across the value chain
Slide 3: Important Information
Important Information This presentation 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. This presentation relates to a business combination transaction with CF Industries Holdings Inc. (“CF”) proposed by Agrium Inc
Slide 4: Forward-Looking Statements
Forward-Looking Statements Certain statements and other information included in this presentation constitute “forward-looking statements” within the meaning of the U.S. federal securities laws or “forward-looking information” within the meaning of applicable Canadian securities legislation (together
Slide 5: Forward-Looking Statements
Forward-Looking Statements These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumst
Slide 6: Agrium's Growth Across the Value Chain
Agrium’s Growth Across the Value Chain Agrium Wholesale: Retail Customers Industrial $4.7-billion sales Customers Nitrogen, Potash, Distribution Phosphate & Sulphate & Storage Agrium Retail: Distribution Growers $5.5-billion sales* & Storage Purchase for Resale Advanced Growers Potash expansion Tech
Slide 7: CF Transaction Summary
CF Transaction Summary Offer: Agrium is proposing to acquire CF in a cash and stock deal US$72.00 per CF share, a 30% premium over CF’s common shares on Offer Price: February 24, 2009, the day before the announcement of the offer • Aggregate consideration of US$3.6 billion cash and based on $40.30,
Slide 8: Strong Record of Growth & Successful Integration of Acquisitions
Strong Record of Growth & Successful Integration of Acquisitions • Invested approximately $3.4B in past 5 years and achieved synergies greater than announced and earlier than expected • Agrium has completed 9 acquisitions in 4 years and other growth initiatives across the value chain 18,000 15,000 C
Slide 9: 2008 EBITDA by Business Unit & Product
2008 EBITDA by Business Unit & Product PFR and Other 1% Retail Nitrogen 25% 29% 3% Advanced Technologies 2% Phosphate 26% 17% Potash growing across the value chain 8
Slide 10: Modest Rebound in Grain Stocks Despite Record Yields
Modest Rebound in Grain Stocks Despite Record Yields 2,400 1,200 1,100 Production 2,200 1,000 900 2,000 800 Consumption 700 1,800 600 500 1,600 Stocks 400 300 1,400 200 100 1,200 0 1995/96 2000/01 2004/05 2006/07 2008/09f growing across the value chain Source: Total Grains, USDA, WASDE–464 November
Slide 11: Largest North American Agricultural Retailer
Largest North American Agricultural Retailer • UAP acquisition boosts net sales to over $5-billion • Well balanced portfolio of seed, fertilizer, crop protection products, and application services • $560-million 2008 EBITDA • Over 800 North American retail centers 2008 Agrium Retail Gross Profit* Ot
Slide 12: UAP Acquisition Expands Diversity & Scale
UAP Acquisition Expands Diversity & Scale wheat and potatoes • Addition of approximately 380 locations nearly doubles Agrium’s retail business • Increases geographic presence in key U.S. plains area as well as Texas and Florida • Further geographic, crop and product corn diversity fruits and soybean
Slide 13: Significant UAP Synergies
Significant UAP Synergies • Anticipate annual synergies of approximately $115-million, phased realization: • ~ $80-million in 2009 • ~ $115-million in 2010 and beyond • Synergies achieved through – Benefit from UAP’s expertise on crop protection procurement – Procurement of crop nutrients and combin
Slide 14: Agrium's Retail Transformation
Agrium’s Retail Transformation Retail EBITDA $600 (US$ millions) Future expected $500 UAP synergies $400 Combined (1) UAP $300 base business $200 Royster Synergies $100 Base business 2007 $0 1999 2000 2001* 2002* 2003 2004 2005 2006 2007 2008 1) Last 12 month EBITDA from UAP as of February 24, 2008
Slide 15: Advanced Technologies
Advanced Technologies • Leader in environmentally friendly specialty products, broad mix of products marketed to: Turf, Ornamental, Greenhouse, High Value Specialty Crops, Lawn and Garden • High and stable margins on controlled release products • ESN® is Agrium’s patented controlled-release product
Slide 16: Wholesale Advantages
Wholesale Advantages - 2.1 mmt low cost production capacity Potash (K) - Diverse global/NA customer base - Over 5.0 mmt production capacity Nitrogen (N) - Natural gas and in-market advantages - Diversified global production assets - Over 1.0 mmt production capacity Phosphate (P) - Two integrated fac
Slide 17: Internationally Competitive Potash
Internationally Competitive Potash % Sales* • Recent Expansion of Potash Capacity: NA sales 54% to 2.1 mmt from 1.8 mmt (+16%) International 46% • Market Advantages – Market internationally through Canpotex – Strong margins • Cost Advantages – Low-cost production Potash Facility Potash Markets growi
Slide 18: Agrium Wholesale Production and Distribution
Agrium Wholesale Production and Distribution North America South America San Nicolas Import Terminal (Profertil S.A.)* Agrium Potash Production Bahia Blanca, Argentina Phosphate Mine (Profertil S.A.) * Phosphate Production Nitrogen Production Africa/Middle East Granulation Production Damietta Storag
Slide 19: Agrium and CF Production and Distribution
Agrium and CF Production and Distribution North America South America San Nicolas Import Terminal (Profertil S.A.)* Agrium Potash Production Bahia Blanca, Argentina Phosphate Mine (Profertil S.A.) * Phosphate Production Nitrogen Production Africa/Middle East Granulation Production Damietta Storage E
Slide 20: Creates a Global Nitrogen Leader
Creates a Global Nitrogen Leader Global Nitrogen Capacity 8.0 7.0 6.7 6.4 6.0 5.0 4.0 3.4 3.4 3.4 3.0 3.0 2.3 2.0 1.0 0.0 Yara Combined PCS Terra Agrium CF Koch Agrium/CF growing across the value chain 19 Source: British Sulphur and IFDC
Slide 21: Attractive Economics for North American Producers
Attractive Economics for North American Producers • Lower gas prices in NA and higher prices elsewhere, combined with firm nitrogen demand, result in strong NA nitrogen margins 450 NOLA Granular Price = $335/MT 400 350 300 250 200 $12/ 150 $8/ MMBtu MMBtu 100 $4/ 50 $3/ MMBtu MMBtu 0 W. Canada NOLA
Slide 22: Phosphate Advantages
Phosphate Advantages North American Phosphate Nutrient Capacity 5,000 4,500 4,307 4,000 3,500 3,000 2,500 2,370 2,000 1,673 1,500 953 1,000 775 720 500 376 0 Mosaic PCS Combined CF J.R. Simplot Agrium Mississippi Agrium/CF Co. Phos Corp. growing across the value chain 21 Source: IFDC Worldwide Phosp
Slide 23: Competitive Phosphate Position
Competitive Phosphate Position • Agrium has an in-market advantage in the PNW and Western Canada • CF has a world class, low-cost operation in Florida 700 600 PNW/W.Canada $500/tonne 500 400 Florida price $365/tonne 300 200 100 0 Production Costs Tampa MAP Price PNW MAP Price Source: British Sulphur
Slide 24: Agrium & CF: Compelling Economics
Agrium & CF: Compelling Economics • Anticipate annual synergies of approximately $150-million from Agrium/CF combination – Phased realization over three years • Synergies expected through: – SG&A reductions – Procurement of plant materials, equipment and logistics services – Efficiencies in sales, m
Slide 25: Combined Capital Structure Remains Strong
Combined Capital Structure Remains Strong Current Agrium (1) Combined Agrium/CF (1,2) 100% 100% Total Debt Total Debt 80% 36% 80% 35% Minority Minority 60% Interest 60% Interest 3% 3% 40% Shareholder 40% Shareholder Equity Equity 61% 62% 20% 20% 0% 0% Current Agrium Combined Agrium/CF • Cash conside
Slide 26: Compelling Value for Shareholders of Both Companies
Compelling Value for Shareholders of Both Companies For Agrium Shareholders: – Accretive to Agrium shareholders – Creates a global leader in crop nutrients – Continues Agrium’s growth across value chain – Proven track record of successful acquisitions and integration – Increased leverage across whol
Slide 27: Agrium is Well Positioned for the Future
Agrium is Well Positioned for the Future • Diversified by Geography, Business and Product line (crop nutrients, seed, crop protection), positioned to capitalize on the strong long-term industry fundamentals • We expect crop nutrient demand to show improvement in 2009, as growers make up for reductio
Slide 28: The Future is Promising
The Future is Promising growing across the value chain
CF Industries Holdings — Merger or Acquisition (March 2009) on 6ix