Slide 1: Filed by Agrium Inc. - Rule 425 filing
Filed by Agrium Inc. (Commission File No. 333-157966) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CF Industries Holdings, Inc. On March 27, 2009, Agrium hosted a conference call and webcast for
Slide 2: Agrium and CF: Growing Across the Value Chain
Fundamentals of Growth Agrium and CF: Growing Across the Value Chain March 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 “forward-looking statements” (together, “forward-looking statements”). All statements in this
Slide 5: Agrium Committed to CF Combination
Agrium Committed to CF Combination • Reaffirming commitment to a compelling combination that will create significant value for Agrium and CF stockholders – Increased offer represents a premium of 35% to CF’s closing price on February 24, the day before our proposed combination was announced, and 48%
Slide 6: Revised Offer for CF Industries
Revised Offer for CF Industries Fundamentals of Growth 5
Slide 7: Revised Offer
Revised Offer Offer: Agrium to combine with CF in a cash and stock deal • $35.00 in cash and 1 Agrium share • Aggregate consideration of $1.8 billion cash and 50.2 million shares Consideration: • CF shareholders may elect mixed consideration, or cash or shares, subject to proration • Cash component
Slide 8: Offer Provides Flexibility to CF Stockholders
Offer Provides Flexibility to CF Stockholders • Over 50% of the consideration being offered for CF is in the form of stock – Agrium’s offer presents CF stockholders with a unique opportunity for significant long-term value while providing liquidity for those wishing to sell their CF shares at an ext
Slide 9: Withhold Vote Campaign
Withhold Vote Campaign Fundamentals of Growth 8
Slide 10: CF Ignoring Interests of its Stockholders
CF Ignoring Interests of its Stockholders • CF restructured its offer for Terra to circumvent stockholder vote – We believe this highlights CF’s belief that they would lose a vote – Demonstrates management entrenchment and disregard for the rights of CF stockholders – Even as restructured, CF’s prop
Slide 11: We Urge CF Stockholders to Withhold Their Votes
We Urge CF Stockholders to Withhold Their Votes • Three CF directors standing for re-election at CF’s annual meeting on April 21 • Agrium filed a preliminary proxy today with SEC and once the proxy becomes definitive Agrium will be actively soliciting proxies from CF stockholders to withhold their v
Slide 12: Response to CF's 14D-9 Assertions
Response to CF’s 14D-9 Assertions Fundamentals of Growth 11
Slide 13: Agrium's Response to CF's 14D-9 Assertions
Agrium’s Response to CF’s 14D-9 Assertions What CF Said Response “The market reacted • Our offer was well-received by the markets negatively to the proposal…” – CF’s share price has increased by 33% since we announced our offer – The spread between value of Agrium’s offer and CF’s share price has av
Slide 14: Agrium's Response to CF's 14D-9 Assertions
Agrium’s Response to CF’s 14D-9 Assertions What CF Said Response “The offer premium is • Premiums for North American chemicals and fertilizer inadequate…” companies have averaged 27% since January 2004 (1) – Premium offered by Agrium in its increased offer is substantially in excess of the industry
Slide 15: Agrium's Response to CF's 14D-9 Assertions
Agrium’s Response to CF’s 14D-9 Assertions What CF Said Response “The cash component of the offer consideration is being • CF’s cash balance is fully valued in Agrium’s offer effectively funded by CF • Agrium is funding cash portion of offer through available Holdings and thus liquidity and committe
Slide 16: Agrium's Response to CF's 14D-9 Assertions
Agrium’s Response to CF’s 14D-9 Assertions What CF Said Response “Agrium has a poor execution record of • Agrium has a successful operating record in nitrogen managing and creating manufacturing and has significant international experience value in nitrogen – Profertil, in Argentina, is a world-clas
Slide 17: Agrium's Response to CF's 14D-9 Assertions
Agrium’s Response to CF’s 14D-9 Assertions What CF Said Response “… Agrium’s phosphate • Agrium’s phosphate margins have on average been higher than business is of poor quality CF’s over the last four years compared to CF’s…” • Agrium believes CF’s phosphate business is a good complement to our exis
Slide 18: Conclusion
Conclusion Fundamentals of Growth 17
Slide 19: Agrium Committed to CF Combination
Agrium Committed to CF Combination • Reaffirming commitment to a compelling combination that will create significant value for Agrium and CF stockholders – Increased offer represents a premium of 35% to CF’s closing price on February 24, the day before our proposed combination was announced, and 48%
Slide 20: Appendix
Appendix Fundamentals of Growth 19
Slide 21: 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 22: Strong Record of Growth & Successful Integration of Acquisitions
Strong Record of Growth & Successful Integration of Acquisitions • Agrium has invested $3.4 billion over the past five years and achieved synergies greater than announced and earlier than expected • Agrium has completed 9 acquisitions in five years and other growth initiatives across the value chain