Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Merger or Acquisition (November 2015)
27 slides from Cf Industries's merger presentation, Nov 12, 2015
Slide 1: OCI N.V. Investor Presentation November 2015
OCI N.V. Investor Presentation November 2015 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: 3
Slide 2: Combination with CF Industries
Combination with CF Industries
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 w
Slide 4: Value Creation and Transaction Structure
Approximately $ 500 million of net annual run-rate synergies Combination allows both sets of shareholders to share in benefits of combination Strong balance sheet post-transaction will provide OCI with the financial flexibility to unlock further value from its retained fertilizer and chemical busine
Slide 5: 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 Aug 2015 Sept 2015 Oct 2015 Nov 2015 Month 1 Month 2 Month 3 Mon
Slide 6: Transaction Value Breakdown
$ 518 m cash $ 700 m cash and/or shares 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 i
Slide 7: 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 10 November 2015 * * CF share price as at time of transaction announcement For every $ 1 change in CF’s share price, implied value of 25.6% share in
Slide 8: Implied Enterprise Value of OCI NV's Remaining Assets
Implied Enterprise Value of OCI NV’s Remaining Assets OCI NV at different share price scenarios and net debt as of 30 September 2015 CF share price as of 10 November 2015 51% of Sorfert 100% of EFC 60% of EBIC 100% of BioMCN 55% of Natgasoline Low cost Algerian nitrogen fertilizer producer with sign
Slide 9: OCI NV Anticipated to Have Strong Balance Sheet Post-Transaction
OCI NV Anticipated to Have Strong Balance Sheet Post-Transaction 25.6% share in new CF will be decreased to reflect the assumption of OCI NV’s € 339 m Convertible Bond by new CF Post-transaction OCI expected to have the balance sheet strength and financial flexibility to unlock further value Indicat
Slide 10: OCI N.V. Corporate Overview: History and Value Creation
OCI N.V. CORPORATE OVERVIEW History and Value Creation
Slide 11: 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 12: 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 13: Fertilizer & Chemicals - Current Capacity Portfolio
Fertilizer & Chemicals - Current Capacity Portfolio 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 mtpa of UAN 315 ktpa of DEF OCI Beaumont Capacity (as of Ap
Slide 14: 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 15: OCI N.V. Post Transaction
OCI N.V. POST TRANSACTION OCI
Slide 16: 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 helm of
Slide 17: 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 18: 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 Natgasoline LLC Under construction Planned capacity: 1.75 mtpa of methanol Sorfert Algérie 800 ktpa of sellable ammonia 1.26 mtpa of urea Egypt Basic Industries Corp. (EBIC) 730 ktpa of ammonia Egypti
Slide 19: Upside Potential from Egyptian Operations
OCI N.V. Post-Transaction Upside Potential from Egyptian Operations EFC - Overview Egypt’s largest private granular urea producer Two identical plants producing total of c.840 thousand metric tons per year of captive anhydrous ammonia and 1.55 million metric tons per year of granular urea Also has 3
Slide 20: 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 21: Natgasoline LLC Greenfield Project
Natgasoline LLC Greenfield – Scheduled for Completion in 2017 Overall project progress is at approximately 31.9% as at 30 September 2015 Texas Commission on Environmental Quality (TCEQ) and EPA permits have been received Procurement of all proprietary and long lead items has been completed All major
Slide 22: 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 23: Listing Information
Listing Information OCI
Slide 24: 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 25: 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 26: 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 has filed with the SEC
Slide 27: 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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