Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Merger or Acquisition (February 2009)
22 slides from Cf Industries's merger presentation, Feb 25, 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) ***** On February 25, 2009, Agrium hosted a conference call and webcast for the investment community. Agrium will a
Slide 2: Agrium and CF: Growing Across the Value Chain
Agrium and CF: Growing Across the Value Chain February 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: Transaction Summary
Transaction Summary Offer: Agrium is proposing to acquire CF in a cash and stock deal Offer Price: US$72.00 per CF share • Aggregate consideration of US$1.6 billion cash and 50.2 million shares • CF shareholders to receive US$31.70 in cash and 1 Agrium share for Allocation: each CF share • CF shareh
Slide 7: Attractive Premium to CF Shareholders
Attractive Premium to CF Shareholders • CF shareholders receive an attractive premium from Agrium, rather than pay a substantial premium to Terra shareholders $80 Premium $72.00 Offer Price 70 Feb. 24, 2009 $55.58 30% 5 day VWAP $53.75 34% 60 10 day VWAP $53.63 34% 50 30 day VWAP $50.60 42% 60 day V
Slide 8: Investment Highlights
Investment Highlights • Generates compelling value for Agrium and CF shareholders • Accretive transaction with strong strategic fit • Creates a global leader in nutrient production and distribution, building on our leadership position in Retail and Agrium Advanced Technologies • Strong track record
Slide 9: Continues Agrium's Growth Across the Value Chain
Continues 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 expa
Slide 10: Continues Agrium's Growth Across the Value Chain
Continues Agrium’s Growth Across the Value Chain • CF shareholders benefit from greater leverage to a larger more diverse wholesale business, including access to high margin potash business • Provides CF with the stability of Agrium’s Retail and Advanced Technology businesses * Agrium amounts report
Slide 11: 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 12: 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 13: 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 14: 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 13 Source: British Sulphur and IFDC
Slide 15: 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 16: 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 15 Source: IFDC Worldwide Phosp
Slide 17: 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 18: 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 19: Strength, Breadth and Scale to Realize Future Growth
Strength, Breadth and Scale to Realize Future Growth • Larger company with significantly greater trading liquidity • Agrium has trading volumes nearly double those of CF(1) $30 28.1 25 20 16.0 15 11.5 11.5 9.8 10 8.5 7.6 5 3.0 2.4 2.1 1.9 1.5 0 Potash Mosaic Israel Combined Yara Agrium K+S Incitec U
Slide 20: Combined Capital Structure Remains Strong
Combined Capital Structure Remains Strong Current Agrium (1) Combined Agrium/CF (1,2) 100% 100% Total Debt Total Debt 80% 36% 80% 35% Minority Minority 60% Interest 60% Interest 3% 3% 40% Shareholder 40% Shareholder Equity Equity 61% 62% 20% 20% 0% 0% Current Agrium Combined Agrium/CF • Cash conside
Slide 21: Compelling Value for Shareholders of Both Companies: CF Shareholders
Compelling Value for Shareholders of Both Companies Most Attractive Option for CF Shareholders: – CF shareholders receive an attractive premium from Agrium, rather than pay a premium to Terra shareholders – Attractive cash component of US$ 31.70 per share and 24 percent of a combined Agrium/CF compa
Slide 22: Compelling Value for Shareholders of Both Companies: Agrium Shareholders
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
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