Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Merger or Acquisition (March 2016)
30 slides from Cf Industries's merger presentation, Mar 2, 2016
Slide 1: OCI N.V. Investor Presentation March 2016
OCI N.V. Investor Presentation March 2016 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: OCI N.V. Subject Companies: OCI N.V.; CF Industries Holdings, Inc. Form S-4 File Number: 333-
Slide 2: OCI's Asset Portfolio – Fertilizer & Chemicals
OCI’s Asset Portfolio – Fertilizer & Chemicals 6 Operating Facilities in 4 Countries and 2 Under Construction Natgasoline LLC Under construction Planned capacity: 1.75 mtpa of methanol Iowa Fertilizer Co. (IFCo) Under construction Planned capacity: 195 ktpa of sellable ammonia 420 ktpa of urea 1.5 m
Slide 3: Fertilizer & Chemicals – Current and Future Capacity Additions
Fertilizer & Chemicals – Current and Future Capacity Additions ___________________________________ ¹ Iowa Fertilizer Company and Natgasoline LLC volumes are estimates; ² Table not adjusted for OCI’s stake in considered plant; ³ Net ammonia is remaining capacity after downstream products are produced
Slide 4: OCI Nitrogen (Netherlands) - Superior Position in Europe
OCI Nitrogen (Netherlands) - Superior Position in Europe Location and Branded Product Mix Provide Competitive Advantage One of the largest global single sites Highly integrated ammonia/nitrate production; on-site facilities/utilities shared with DSM, SABIC, Lanxess and others Located near NW Europe
Slide 5: European Operations Benefit from Low Gas Price and High Nitrate Premium
European Operations Benefit from Low Gas Price and High Nitrate Premium Netherlands Natural Gas Spot Prices 2014 – 2016 YTD* * To COB 26 February 2016 Source: OCI, Bloomberg, CRU CAN prices in Europe have remained stable leading to high nitrate premium Supported by excellent branding Natural gas pri
Slide 6: North American Producers Expected to Remain Highly Profitable
North American Producers Expected to Remain Highly profitable Low and declining natural gas prices in the US: US natural gas prices: down 44% on average compared to Q4 2014 and 23% compared to Q3 2015 US natural gas prices reached ~$1.7/MMBtu in February 2016 Current pricing on the forward curve sug
Slide 7: Producers in US Midwest Benefit from Significant Price Premium over Gulf Coast
Producers in US Midwest Benefit from Significant Price Premium over Gulf Coast CF Industries, Donaldsonville, LA CF Industries, Port Neal, IA IFCo Iowa Fertilizer, Wever, IA CF Industries, Woodward, OK Nitrogen consumption by state (‘000 nutrient tons): CF Industries, Verdigris, OK CF Industries, Ya
Slide 8: US Expected to Remain Import Market in Foreseeable Future
US Expected to Remain Import market in Foreseeable Future OCI/CF Only Agri Focused Expansions to Materialize 1) Includes proposed new plants designed to produce at least 75K ammonia tons per year Source: CF Industries Investor Presentation February 2016 Since 2012, at Least 24 new North American amm
Slide 9: Iowa Fertilizer Company – Greenfield Expansion Project
Iowa Fertilizer Company – Greenfield Expansion Project Overall project progress on track and at approximately 93.6% as at 31 December 2015 Engineering and Procurement are nearly complete, at 99.93% and 99.09% respectively IFCO is expected to increase construction from its current level of approximat
Slide 10: Methanol – Robust Long-Term Demand Growth >6% Per Year Expected
Methanol – Robust Long-Term Demand Growth >6% Per Year Expected Methanol is one of the world’s most widely used industrial chemicals with diversity of applications – from paints and plastics, furniture and carpeting, to car parts and windshield wash fluid Historical demand growth has been robust (>6
Slide 11: Methanol Demand Expected to Outstrip Supply Growth in the United States
Methanol Demand Expected to Outstrip Supply Growth in the United States In 2014, the U.S. imported approximately 4.8 million metric tons of methanol to meet its supply deficit (69% of consumption) U.S. methanol demand is expected to increase at a CAGR of 6.3% between 2015 and 2020, driven by GDP At
Slide 12: Natgasoline LLC Greenfield – Scheduled for Completion in 2017
Natgasoline LLC Greenfield – Scheduled for Completion in 2017 Overall project progress is at approximately 45.6% as at 31 January 2016 All long-lead and proprietary equipment ordered and majority already delivered on site Piling program has been completed (totaling 3,238 piles) Reformer erection com
Slide 13: Natgasoline LLC
Natgasoline LLC Aerial Site OCI
Slide 14: BioMCN Unlocking Strategic Value
BioMCN Unlocking Strategic Value 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 Chemical Park De
Slide 15: Upside Potential from Egyptian Operations
Upside Potential from Egyptian Operations Improved Gas Supply from November 2015 Upside Potential Improved gas supply from November 2015 EFC expected to operate at full utilization rates from November 2015 onwards EBIC expected to operate at up to 50-60% rate as second FSRU has docked at EBIC’s jett
Slide 16: Sorfert Deleveraging Rapidly
Sorfert 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 Largest integrated nitrogen fertilizer producer in Africa
Slide 17: Combination with CF Industries
Combination with CF Industries
Slide 18: Combination with CF Creates the Global Nitrogen Leader
Combination with CF Creates the Global Nitrogen Leader Strong Strategic Logic Continues to Underpin CF Combination 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 Clos
Slide 19: CF - OCI Transaction Process Update
CF - OCI Transaction Process Update Milestones to Date Expected Future Milestones Transaction remains subject to approval by the shareholders of CF and OCI, as well as certain other customary regulatory approvals and closing conditions Targeting mid-2016 close Aug 2015 Sept 2015 Oct 2015 Nov 2015 Mo
Slide 20: 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) * CF share price as of 29 February 2016 ** CF share price as at time of transaction announcement (6 August 2015) For every $ 1 change in CF’s share price, implied value of
Slide 21: OCI N.V. Post-Transaction
OCI N.V. Post-Transaction 51% of Sorfert 100% of EFC 60% of EBIC 100% of BioMCN 55% of Natgasoline Low cost Algerian nitrogen fertilizer producer with significant cash flow generation Significant EBITDA contributor Egyptian nitrogen fertilizer operations Significant upside potential from improvement
Slide 22: OCI N.V. Post-Transaction Overview of Assets
OCI N.V. Post-Transaction Overview of Assets EFC (100%) OCI Assets Post-Transaction Sorfert (51%) EBIC (60%) BioMCN (100%) Natgasoline (55%) Egyptian Fertilizers Company: 1.55 million metric ton per year granular urea plant Located in Ain Sokhna, Egypt 325 thousand metric ton per year urea ammonium
Slide 23: OCI N.V. Corporate Overview – History and Value Creation
OCI N.V. CORPORATE OVERVIEW History and Value Creation
Slide 24: Company History
Company History 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 1950 -Present Cement Build-Up Developed cement group from a single production line in Egypt with capacity
Slide 25: Investment Track Record
Investment Track Record 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 an EV of $ 15 bn and distrib
Slide 26: Listing Information
Listing Information OCI
Slide 27: 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. shar
Slide 28: Forward Looking Statements
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 expects will
Slide 29: Important Additional Information and Where to Find It
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 for the combination of
Slide 30: OCI N.V. investor relations contact
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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