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)
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On February 25, 2009, Agrium hosted a conference call and webcast for the investment community. Agrium will also webcast the call and a replay of the webcast will be available to all interested parties on its website, www.agrium.com. A copy of the slides presented on the conference call follows.
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growing across the value chain February 2009 Agrium and CF: Growing Across the Value Chain |
2 growing across the value chain 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. (Agrium), which may become the subject of a registration statement filed with the Securities and Exchange Commission (the SEC). This material is not a substitute for the prospectus/proxy statement Agrium would file with the SEC regarding the proposed transaction if such a negotiated transaction with CF is reached or for any other document which Agrium may file with the SEC and send to Agrium or CF stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF AGRIUM AND CF ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web site maintained by the SEC at www.sec.gov, by calling the SEC at telephone number 800-SEC-0330 or by directing a request to the Agrium Investor Relations/Media Department, Agrium Inc., 13131 Lake Fraser Drive S.E., Calgary, Alberta, Canada T2J 7E8. Agrium and its directors and executive officers and other persons may be deemed to be participants in any solicitation of proxies from CFs stockholders in respect of the proposed transaction with CF. Information regarding Agriums directors and executive officers is available in its management proxy circular dated March 17, 2008 relating to the annual general meeting of its shareholders held on May 7, 2008. Other information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement or tender offer statement filed in connection with the proposed transaction. All information in this presentation concerning CF, including its business, operations and financial results was obtained from public sources. While Agrium has no knowledge that any such information is inaccurate or incomplete, Agrium has not had the opportunity to verify any of that information. |
3 growing across the value chain 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, forward-looking
statements). All statements in this presentation, other than
those relating to historical information or current condition, are forward-looking statements, including, but not limited to, estimates, forecasts and statements as to
managements expectations with respect to, among other things, business
and financial prospects, financial multiples and accretion estimates, future
trends, plans, strategies, objectives and expectations, including with respect to future operations following the proposed acquisition of CF. These forward-looking
statements are subject to a number of risks and uncertainties, many of which
are beyond our control, which could cause actual results to differ
materially from such forward-looking statements. Events or circumstances that could cause actual results to differ materially from those in the forward-looking statements, include,
but are not limited to, CFs failure to accept Agriums proposal
and enter into a definitive agreement to effect the transaction, Agrium common shares issued in connection with the proposed acquisition may have a market value lower than expected, the businesses of Agrium and CF, or any other recent business acquisitions,
may not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected, the expected combination benefits and synergies and costs savings from the Agrium/CF transaction may
not be fully realized or not realized within the expected time frame, the
possible delay in the completion of the steps required to be taken for the
eventual combination of the two companies, including the possibility that approvals or clearances required to be obtained from regulatory and other agencies and
bodies will not be obtained in a timely manner, disruption from the proposed
transaction making it more difficult to maintain relationships with
customers, employees and suppliers, general business and economic conditions, interest rates, exchange rates and tax rates, weather conditions, crop prices, the supply, demand
and price level for our major products, gas prices and gas
availability, operating rates and production costs, domestic fertilizer consumption and any changes in government policy in key agriculture markets, including
the application of price controls and tariffs on fertilizers and the
availability of subsidies or changes in their amounts, changes in development plans, construction progress, political risks, including civil unrest,
actions by armed groups or conflict, governmental and regulatory
requirements and actions by governmental authorities, including changes in
government policy, changes in environmental, tax and other laws or regulations and the interpretation thereof and other risk factors detailed from time to time in Agrium and CFs reports filed with the SEC. Agrium disclaims any intention or obligation to update or revise any
forward-looking statements in this presentation as a result of new
information or future events, except as may be required under applicable U.S. federal securities laws or applicable Canadian securities legislation.
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4 growing across the value chain 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 circumstances. Expected future developments are based, in part, upon assumptions
respecting our ability to successfully integrate the businesses of Agrium and CF,
or any other recent acquisitions. All of the forward-looking statements contained herein are qualified by these
cautionary statements and by the assumptions that are stated or inherent in such forward-looking statements. Although we believe these assumptions are reasonable, undue reliance
should not be placed on these assumptions and such forward-looking statements.
The key assumptions that have been made in connection with the
forward-looking statements include, but are not limited to, CFs
acceptance of Agriums proposal and the entering into of a definitive
agreement to effect the proposed transaction, the market value of Agrium
common shares issued in connection with the proposed acquisition, our ability to successfully integrate within expected time frames and costs, and realize the expected
combination benefits and synergies and costs savings from the combination of
the businesses of Agrium and CF, or any other recent business acquisitions,
and our ability to maintain relationships with customers, employees and
suppliers during the course of the proposed transaction.
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5 growing across the value chain Transaction Summary 30% to CF closing price on February 24, 2009 and 42% to the 30-day VWAP Premium: 76% Agrium and 24% CF Pro Forma Ownership: US$72.00 per CF share Offer Price: Committed debt facilities from Royal Bank of Canada and Bank of Nova Scotia Financing: Negotiation of definitive merger agreement CF offer for Terra terminated Receipt of regulatory and other customary approvals Absence of any material adverse changes to CF or its business Our ability to conduct limited confirmatory due diligence Key Conditions: 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 each CF share CF shareholders to elect cash or shares, subject to pro-ration Allocation: Agrium is proposing to acquire CF in a cash and stock deal Offer: |
6 growing across the value chain Attractive Premium to CF Shareholders CF shareholders receive an attractive premium from Agrium, rather than pay a substantial premium to Terra shareholders 42% $50.60 30 day VWAP 43% $50.47 60 day VWAP 34% $53.63 10 day VWAP 30% $55.58 Feb. 24, 2009 34% $53.75 5 day VWAP Premium 30 40 50 60 70 $80 2-Jan-09 14-Jan-09 27-Jan-09 6-Feb-09 19-Feb-09 $72.00 Offer Price |
7 growing across the value chain 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 of successful acquisitions, integration and synergy achievement |
8 growing across the value chain * 2008 actual results include UAP contributions from date of acquisition (May 5,
2008) Distribution & Storage Growers Agrium Retail: $5.5-billion sales* Advanced Technologies: Leader in Specialty Fertilizers $350-million sales Growers Turf, Home, Garden Agrium Wholesale: $4.7-billion sales Nitrogen, Potash, Phosphate & Sulphate Distribution & Storage Industrial Customers Retail Customers Purchase for Resale Potash expansion CMF distribution MOPCO investment Royster, ConAgra, ADM retail, and UAP Hanfeng, Pursell, NuGro, ESN CF Acquisition Continues Agriums Growth Across the Value Chain |
9 growing across the value chain Continues Agriums Growth Across the Value Chain * Agrium amounts reported in Canadian GAAP, and CF amounts reported in U.S.
GAAP, EBITDA for Wholesale products
allocated proportionately based on gross profit 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 Agriums Retail and Advanced Technology businesses |
10 growing across the value chain 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 Strong Record of Growth & Successful Integration of Acquisitions (1) 2008 Combined results include full year revenue for AGU and UAP by segment
0 3,000 6,000 9,000 12,000 15,000 18,000 AGU CF AGU with Royster CF AGU CF AGU with UAP CF AGU with UAP and CF CF 2005 2006 2007 Wholesale AAT Retail 2008 Combined 2008 (1) (1) Expanded base business |
11 growing across the value chain Agrium Wholesale Production and Distribution Potash Production Phosphate Mine Phosphate Production Nitrogen Production Granulation Production Storage Magellan Pipeline South America Africa/Middle East North America * Profertil S.A. is 50 percent owned by Agrium Inc. and 50 percent owned by Repsol YPF,
S.A. in Argentina ** 26 percent interest in MISR Oil Processing Company,
S.A.E. (MOPCO) in Egypt. *** 70 percent equity position in Common
Market Fertilizers S.A. (CMF) in Europe. Damietta Egypt (MOPCO)** Bahia Blanca, Argentina (Profertil S.A.) * San Nicolas Import Terminal (Profertil S.A.)* Agrium Europe Common Market Fertilizers S.A. (CMF)*** |
12 growing across the value chain Agrium and CF Production and Distribution Potash Production Phosphate Mine Phosphate Production Nitrogen Production Granulation Production Storage Magellan Pipeline Phosphate Mine Phosphate Production Nitrogen Production Storage Valero Pipeline South America Africa/Middle East North America Damietta Egypt (MOPCO)** Bahia Blanca, Argentina (Profertil S.A.) * San Nicolas Import Terminal (Profertil S.A.)* Agrium CF Europe Common Market Fertilizers S.A. (CMF)*** * Profertil S.A. is 50 percent owned by Agrium Inc. and 50 percent owned by Repsol YPF,
S.A. in Argentina ** 26 percent interest in MISR Oil Processing Company,
S.A.E. (MOPCO) in Egypt. *** 70 percent equity position in Common
Market Fertilizers S.A. (CMF) in Europe. |
13 growing across the value chain Creates a Global Nitrogen Leader 6.7 6.4 3.4 3.4 3.4 3.0 2.3 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 Yara Combined Agrium/CF PCS Terra Agrium CF Koch Global Nitrogen Capacity Source: British Sulphur and IFDC |
14 growing across the value chain 0 50 100 150 200 250 300 350 400 450 W. Canada NOLA (US Gulf) Ukraine W. Europe Natural Gas Other Cash Costs Freight to Port Ocean Freight Attractive Economics for North American Producers Source: Fertecon, Clarkson Research, Agrium Lower gas prices in NA and higher prices elsewhere, combined with firm nitrogen demand, result in strong NA nitrogen margins NOLA Granular Price = $335/MT $8/ mmBtu $12/ mmBtu $4/ mmBtu $3/ mmBtu |
15 growing across the value chain Phosphate Advantages 4,307 2,370 1,673 953 775 720 376 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 Mosaic PCS Combined Agrium/CF CF J.R. Simplot Co. Agrium Mississippi Phos Corp. North American Phosphate Nutrient Capacity Source: IFDC Worldwide Phosphoric Acid Capacity Listing by Plant, June 2008
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16 growing across the value chain 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 0 100 200 300 400 500 600 700 Production Costs Tampa MAP Price PNW MAP Price PNW/W.Canada $500/tonne Florida price $365/tonne Source: British Sulphur, Blue, Johnson & Associates, Agrium, costs as of February
24, 2009 |
17 growing across the value chain 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, marketing and distribution Expected to be accretive to both earnings and cash flow in 2010, significantly accretive in subsequent years |
18 growing across the value chain 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) 28.1 16.0 11.5 9.8 3.0 2.4 1.9 1.5 8.5 11.5 7.6 2.1 0 5 10 15 20 25 $30 Potash Corp Mosaic Israel Chemicals Combined Agrium / CF Yara Agrium K+S Incitec Pivot Uralkali CF Terra Intrepid (3) (1) Based on total volume traded on the NYSE and TSX over the last twelve months (2) Enterprise value = market capitalization + preferred equity + net debt + minority
interest. Values calculated using closing prices as of February 24, 2009,
and latest available balance sheet figures (3) Enterprise value includes purchase premium offered for CF shares
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19 growing across the value chain Combined Capital Structure Remains Strong Cash consideration supported by $1.4 billion in committed financing Credit metrics for combined company remain in line with investment grade rating Expected strong future cash flow from combined entity would allow for future additional growth and/or share buy-backs or increased dividends Current Agrium (1) Combined Agrium/CF (1,2) Total Debt 36% Shareholder Equity 61% Minority Interest 3% 0% 20% 40% 60% 80% 100% Current Agrium Total Debt 35% Shareholder Equity 62% Minority Interest 3% 0% 20% 40% 60% 80% 100% Combined Agrium/CF (1) Based on December 31, 2008 balance sheet (2) Assumes $72 purchase price funded 56% with equity and remainder by cash and debt |
20 growing across the value chain Compelling Value for Shareholders of Both Companies Most Attractive Option for CF Shareholders: CF shareholders receive an attractive premium from Agrium, rather than pay a premium to Terra shareholders Attractive cash component of US$ 31.70 per share and 24 percent of a combined Agrium/CF company Significant Agrium share component allows CF shareholders an opportunity to participate in further value creation, including realization of significant synergies Benefit from more diverse product and revenue mix |
21 growing across the value chain Compelling Value for Shareholders of Both Companies For Agrium Shareholders: Accretive to Agrium shareholders Creates a global leader in crop nutrients Continues Agriums growth across value chain Proven track record of successful acquisitions and integration Increased leverage across wholesale and distribution businesses |