Cf Industries Holdings, Inc. · NYSE:CF
Cf Industries — Proxy Contest (April 2009)
23 slides from Cf Industries's proxy contest presentation, Apr 6, 2009
Slide 1: Schedule 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy
Slide 2: Agrium and CF: Growing Across the Value Chain
Fundamentals of Growth Agrium and CF: Growing Across the Value Chain April 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: Revised Offer Summary
Revised Offer Summary 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 co
Slide 6: Withhold Vote Campaign
Withhold Vote Campaign Fundamentals of Growth 5
Slide 7: Background
Background Week CF / Terra Agrium / CF • CF announces proposal to acquire Terra (1/15) Jan 11 – 100% stock transaction, $20.00/share – Transaction subject to CF stockholder vote under NYSE rules • CF files exchange offer to acquire Terra (2/23) • Agrium announces proposal to acquire CF (2/25) Feb 22
Slide 8: CF Ignoring Interests of its Stockholders
CF Ignoring Interests of its Stockholders • CF restructured its offer for Terra for the sole purpose of circumventing a CF stockholder vote on the Terra deal – CF is doing an end-run around its stockholders and has taken away their vote – We believe this highlights CF’s belief that they would lose a
Slide 9: 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 definitive proxy on April 6 with the SEC, and will be actively soliciting proxies from CF stockholders to withhold their votes on election of CF directors
Slide 10: Transaction Overview
Transaction Overview Fundamentals of Growth 9
Slide 11: Transaction Highlights
Transaction Highlights • Compelling value for CF stockholders – Attractive premium – Flexibility to elect desired form of consideration (subject to proration) • Strong strategic fit – Continues Agrium’s growth and diversification across the value chain – Complementary wholesale production and distri
Slide 12: Attractive Premium to CF Stockholders
Attractive Premium to CF Stockholders $80 (1) $74.90 Revised Offer Premium (1) 70 $72.00 Initial Offer (2) Feb 24, 2009 $55.58 35% 60 5 day VWAP $53.75 39% 10 day VWAP $53.63 40% 50 Initial Revised 30 day VWAP $50.60 48% 40 Agrium Agrium 60 day VWAP $50.47 48% Offer Offer 30 02-Jan-09 29-Jan-09 25-F
Slide 13: 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 14: 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 15: Continues Agrium's Growth Across the Value Chain
Continues Agrium’s Growth Across the Value Chain • CF stockholders 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 Combined EBITDA: 4,000
Slide 16: Complementary Production and Distribution
Complementary 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 17: 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 Fundamentals of Growth 16 Source: British Sulphur and IFDC
Slide 18: 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. Fundamentals of Growth 17 Source: IFDC Worldwide Phosphoric Ac
Slide 19: Synergy Opportunities
Synergy Opportunities • 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, marketing and
Slide 20: Strong Record of Growth and Successful Integration of Acquisitions
Strong Record of Growth and Successful Integration of Acquisitions • Agrium has invested $3.4 billion in acquisitions over the past five years and achieved synergies greater than announced and earlier than expected • Agrium has completed nine acquisitions and several growth initiatives across the va
Slide 21: 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 28.8 25 20 19.0 15 12.3 11.4 10.5 10 9.0 8.3 5.3 5 3.4 3.1 2.3 1.4 0 Potash Mosaic Israel Combined Yara K+S Agrium Uralkal
Slide 22: 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% 36% Minority Minority 60% Interest 60% Interest 3% 3% 40% Shareholder 40% Shareholder Equity Equity 61% 61% 20% 20% 0% 0% Current Agrium Combined Agrium/CF • Cash conside
Slide 23: Most Attractive Option for CF Stockholders
Most Attractive Option for CF Stockholders • CF stockholders receive an attractive premium from Agrium, rather than pay a premium to Terra stockholders • Attractive cash component of $35.00 per share and 24 percent of a combined Agrium/CF company • Significant Agrium share component allows CF stockh