Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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AGRIUM INC.

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Fundamentals of Growth
Agrium and CF:
Growing Across the Value
Chain
April 2009


Fundamentals of Growth
2
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 Registration Statement on Form
F-4 (including the Letter of Transmittal and related documents) (collectively, as amended from time to time, the “Exchange Offer Documents”) filed by
Agrium Inc. (“Agrium”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2009, as amended. The Registration Statement on
Form F-4 has not yet become effective. The offer to exchange is made only through the Exchange Offer Documents. INVESTORS AND SECURITY
HOLDERS OF AGRIUM AND CF ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND OTHER RELEVANT MATERIALS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE OFFER TO EXCHANGE.
In connection with the solicitation of proxies for the 2009 annual meeting of stockholders of CF, Agrium and its wholly-owned subsidiary North Acquisition
Co. (“North”) filed a definitive proxy statement with the SEC on April 6, 2009.  The definitive proxy statement of Agrium and North and accompanying proxy
card
have
been
mailed
to
stockholders
of
CF.
INVESTORS
AND
SECURITY
HOLDERS
OF
CF
ARE
URGED
TO
READ
THE
PROXY
STATEMENT
AND
OTHER
RELEVANT
MATERIALS
CAREFULLY
IN
THEIR
ENTIRETY
AS
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT INFORMATION.
Copies of any documents filed by Agrium with the SEC are 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.  Free copies of any such documents can also be obtained by calling Georgeson Inc. toll-free at (866) 318-
0506.
Agrium, North, their respective directors and executive officers
and certain other persons are deemed to be participants in the solicitation of proxies from
CF stockholders for CF’s 2009 annual meeting of stockholders. Information regarding such participants and a description of their direct and indirect
interests in such solicitation, by securities holdings or otherwise, is contained in the definitive proxy statement filed by Agrium and North with the SEC on
April 6, 2009.
Agrium, North, their respective directors and executive officers
and certain other persons are deemed to be participants in any solicitation of proxies from
CF’s stockholders in respect of the proposed transaction with CF. Information regarding Agrium’s directors and executive officers is available in its
management proxy circular dated April 3, 2009 relating to the annual general meeting of its shareholders to be held on May 13, 2009. 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 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.


Fundamentals of Growth
3
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 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
management’s 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, CF’s failure to accept Agrium’s 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 or will be obtained on conditions that may require divestiture of assets expected to be acquired, 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 CF’s 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.
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, CF’s acceptance of Agrium’s proposal and the entering into of a definitive agreement to effect the proposed transaction, closing 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.
Forward-Looking Statements


Fundamentals of Growth
4
We are offering significant value to CF stockholders and
creating value for Agrium
We are determined to acquire CF and we are prepared to
consider increasing our bid if CF would only engage with us
We need your help to send a strong message to CF's Board
and management to bring them to the table
Presentation Messages


Fundamentals of Growth
5
Withhold Vote Campaign


Fundamentals of Growth
6
CF restructured its offer for Terra for the sole purpose of eliminating
a CF stockholder vote on the Terra deal
CF exercised its discretion to do an end-run around its stockholders and has
taken away their vote
We believe this highlights CF’s concern that they would lose a vote
Even as restructured, CF’s proposed structure could violate NYSE Rule
312.03(b) regarding the need to hold a stockholder vote
CF has refused to engage with Agrium
Despite our expressed willingness to increase Agrium’s offer if CF were to
engage in discussions and demonstrate additional value
Significant CF stockholders have expressed their preference to
receive a premium from Agrium rather than pay a premium for Terra
Current CF trading levels indicate investor support for an Agrium / CF
combination
Conversations with certain CF stockholders confirm this support
We Believe CF is Ignoring Interests of its
Stockholders


Fundamentals of Growth
7
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 is
actively soliciting proxies from CF stockholders to withhold their
votes on election of CF directors
Significant withhold vote percentage will send a clear and strong
message to CF Board and management
We Urge CF Stockholders to Withhold Their
Votes
OUR WITHHOLD VOTE CAMPAIGN ALLOWS CF STOCKHOLDERS TO
RESTORE THEIR VOICE AND URGE THE CF BOARD AND MANAGEMENT TO
ENGAGE IN DISCUSSIONS WITH US


Fundamentals of Growth
8
Transaction Highlights
We believe our transaction offers the following:
Compelling value for CF stockholders
Significant 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 distribution
Creates leading global nitrogen producer
Creates leading North American phosphate producer
Significant synergy realization opportunity
Strong record of growth and successful integration of acquisitions
Increased scale and preservation of balance sheet strength


Fundamentals of Growth
9
30
40
50
60
70
$80
02-Jan-09
29-Jan-09
25-Feb-09
27-Mar-09
Significant Premium to CF Stockholders
48%
$50.60
30 day VWAP
48%
$50.47
60 day VWAP
40%
$53.63
10 day VWAP
35%
$55.58
Feb 24, 2009
39%
$53.75
5 day VWAP
Premium
(1)
(1)
Based on value of mixed consideration and Agrium share price as of Mar 26
(2)
Based on value of mixed consideration and Agrium share price as of Feb 24
Spread between Agrium’s offer and CF’s share price has averaged 1.4%
since announcement which indicates:
Investors supportive of Agrium/CF combination
Market implies transaction is likely to be consummated
$72.00
Initial
Offer
(2)
$74.90
Revised
Offer
(1)
Initial
Agrium
Offer
Revised
Agrium
Offer


Fundamentals of Growth
10
CF stock has traded up significantly due to Agrium’s offer
Minimal
impact
from
Terra
offer
CF
performed
in
line
with
peers
post-announcement
Trading 39% over the fertilizer peers since date of Terra Offer (Jan. 15)
Significant Premium to CF Stockholders
(1)
Global Fertilizer Peers include: Yara, Mosaic, Potash, Intrepid, ICL and K+S. ICL and K+S
converted to US$ at daily exchange rates
(2)
CF
actual
share
price
at
Jan
15
of
$47.23
grown
at
16%
to
Apr
9,
consistent
with
Global
Fertilizer Peers growth over same period
Market trading data as of Apr 9, 2009
60%
80%
100%
120%
140%
160%
15-Jan-09
4-Feb-09
25-Feb-09
27-Mar-09
CF Actual,
Jan 15:
$47.23
CF Actual:
+55%; $73.03
Global Fertilizer
Peers
(1)
:
+16%; Implied
Unaffected CF
Share Price
(2)
$54.81
Initial
Agrium
Offer
Revised
Agrium
Offer
S&P500:
+2%


Fundamentals of Growth
11
Compelling Valuation
(1)
Steve Wilson, CF analyst conference call, Mar 23, 2009
(2)
Bloomberg consensus EBITDA estimates
(3)
Capital IQ
CF says that their offer for Terra is “full and fair value”
(1)
and at the
same time claims Agrium’s offer is “grossly inadequate”
Yet, Agrium is offering a 39% greater multiple for CF than CF is
offering for Terra
4.6x
vs.
3.3x
2010E
EBITDA
(2)
using
CF’s
unaffected
share
price
adjusted
to
exclude the effects of Agrium’s offer
Agrium
is
trading
at
4.7x
consensus
2010E
EBITDA
(2)
Agrium has traded on average 54% higher EV / LTM EBITDA than CF since its
IPO
(3)


Fundamentals of Growth
12
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 attractive price
Opportunity to participate in further upside in fertilizer stocks and the
realization of significant synergies associated with the combination
CF
stockholders
can
elect
which
form
of
consideration
they
would
prefer
to
receive (subject to proration)
CF stockholders will benefit from holding shares in a company
with a more diverse product and revenue mix


Fundamentals of Growth
13
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
Agrium 2005
Agrium 2008
Combined Agrium/CF
Continues Agrium’s Growth Across the Value
Chain
2008 EBITDA:
$2.3 billion
Combined EBITDA:
$3.7 billion
* Agrium amounts reported in Canadian GAAP, and CF amounts reported in U.S. GAAP,      
EBITDA for Wholesale products allocated proportionately based on gross profit
2005 EBITDA:
$646 million
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
Synergies
Phosphate CF
Nitrogen CF
Phosphate
Agrium
Nitrogen Agrium
Potash Agrium
AAT & Other
Retail


Fundamentals of Growth
14
Broader more Stable Cash Flows and
Growth
Agrium
has
historically
traded
at
a
premium
multiple
to
CF
due
to
our superior product and business mix
Average 8.8x for Agrium vs. 5.7x for CF (LTM EV/EBITDA) since CF’s IPO
in Aug. 2005
(1)
Industry analysts give Agrium’s Retail, Potash and Advanced Technologies
businesses a higher EV/EBITDA multiple than nitrogen
Retail
and
Potash
2-3
multiple
points
higher
than
nitrogen
(2)
Affords Agrium opportunities to make acquisitions throughout
the cycle
Strong credit profile and lower cost of capital from broader and
more
stable cash flow businesses
The fertilizer industry analyst at Morgan Stanley (CF’s financial advisor),
stated “we view Agrium as the company best positioned to take
advantage of secular, sustainable growth across the entire value
chain…
(3)
(1) Capital IQ
(2) Morgan Stanley
(3) Morgan
Stanley
Research,
“We
Still
Haven’t
Seen
Peak
Earnings”
September
4,
2008


Fundamentals of Growth
15
Agrium’s Superior Wholesale Margins
Agrium has consistently achieved higher Wholesale margins than CF partly due to better
quality assets and asset mix
Agrium’s average nitrogen and phosphate margins are significantly higher than CF’s
Agrium’s total average margins are 11 percent higher than CF’s for 2005-2008
Source: Company reports, 2005 to 2008
Wholesale Gross Margin Comparison
32%
19%
31%
38%
11%
7%
24%
31%
0%
20%
40%
60%
2005
2006
2007
2008
Agrium Wholesale Margins
CF  Margins


Fundamentals of Growth
16
Urea and DAP Prices Reached Record
Levels in 2008
CF’s reliance on short-lived peak 2008 nitrogen and phosphate prices for 
current and future valuations are unrealistic and irrelevant
Current nitrogen and phosphate prices are NOT at the bottom of the cycle
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
Urea
DAP
Current    10yr Average
Nitrogen
(1)
Price     
$315             $200
Phosphate
(2)
price  
$350             $210
(1) Green Markets, NOLA Urea, 1998-2007
(2) Green Markets , Central Florida DAP, 1998-2007


Fundamentals of Growth
17
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 distribution
We believe the transaction will be accretive to both earnings per share
and cash flow in 2010, significantly accretive in subsequent years


Fundamentals of Growth
18
Agrium
has
invested
$3.4
billion
in
9
acquisitions
over
the
past
five
years
and achieved synergies greater than announced
Agrium
has
completed
17
acquisitions
and
growth
initiatives
in
the
past
16
years
In contrast, CF has announced a single acquisition of approximately $25
million since their IPO and has no track record of growth, integrating
acquisitions and realizing synergies
Strong Record of Growth and 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)
Agrium’s
Strategic
Expansions
to Base
CF


Fundamentals of Growth
19
Agrium is Committed to Acquiring CF
CF continues to ignore our repeated offers to engage with us, despite
our willingness to consider further increases in our bid 
Offer for CF made within 24 hours of securing the $1.4 billion of financing
Significant costs incurred to date by Agrium
Bank commitment and legal/advisor fees
Extensive management time and resources
Strategic toe-hold of ~$65 million, the value of which is at risk if our bid for CF is
unsuccessful
Would consider increasing our offer further to reflect additional value
CF can demonstrate from the combination
Withhold vote provides CF shareholders an opportunity to send a
message to CF’s board
Preference to receive a premium than pay a premium for Terra
Disappointment that offer for Terra restructured to take away shareholder vote
Encourage CF to engage with Agrium


Fundamentals of Growth
Agrium and CF:
Growing Across the Value
Chain
April 2009


Fundamentals of Growth
21
Background
Agrium files exchange offer to acquire CF (3/16)
Disclosed 2.6% toe-hold position established in February
Mar 15
CF files 14D-9 (3/23)
Agrium increases offer to acquire CF (3/27)
$35.00 in cash plus 1 Agrium share
Launches withhold vote campaign; files preliminary proxy
Announces that shortly after 2/25 initial proposal it had commenced
informal discussions with FTC; formal HSR filing on 3/24
CF restructures collar; claims value of revised offer increased
to $30.50; unaffected
(1)
price of CF shares would suggest
otherwise (3/23)
Terra Board rejects CF’s revised proposal (3/24)
Mar 22
CF Board rejects Agrium’s proposal (3/9)
CF amends proposal to acquire Terra (3/9)
Introduces collar; claims value of revised offer increased to $27.50;
unaffected
price
(1)
of
CF
shares
would
suggest
otherwise
Restructured offer to include non-voting preferred stock
Attempting to circumvent CF stockholder vote
Potentially in contravention of NYSE voting rules
Terra Board rejects CF’s revised proposal (3/11)
CF launches proxy contest to elect three directors to Terra
Board (3/12)
Mar 8
CF Board rejects Agrium’s revised offer (3/29)
Agrium files amended exchange offer to acquire CF (3/30)
Mar 29
Agrium announces proposal to acquire CF (2/25)
$31.70 in cash plus 1 Agrium share
Fully-committed financing
CF files exchange offer to acquire Terra (2/23)
Extensive conditionality
Feb 22
Terra Board rejects CF’s offer (3/5)
Mar 1
CF announces proposal to acquire Terra (1/15)
100% stock transaction, $20.00/share
Transaction subject to CF stockholder vote under NYSE rules
CF / Terra
Jan 11
Agrium / CF
Week
(1)
Implied
value
of
CF
offer
for
Terra
of
$24.88
equal
to
CF
actual
share
price
at
Jan
15 of $47.23 grown at 16% to Apr 9, consistent with Global Fertilizer Peers growth
over
same
period
(reference
slide
10),
subject
to
high
collar
of
0.4539
CF
shares
per Terra share


Fundamentals of Growth
22
Compelling Valuation
(1)
Steve Wilson, CF analyst conference call, Mar 23, 2009
(2)
Bloomberg consensus EBITDA estimates
(3)
As of market close on Apr 9, 2009
(4)
Based
on
CF
actual
share
price
of
$47.23
at
Jan
15
growth
at
16%
to
Apr
9,
consistent
with
Global
Fertilizer Peers over same period (reference slide 10)
(5)
$31.70 cash, one Agrium share at $40.30, as at Feb 24, 2009
(6)
$35.00 cash, one Agrium share at  $39.90 as at Mar 26, 2009
(7)
$35.00 cash, one Agrium share at $38.47, as at Apr 9, 2009
(8)
CF Bid for Terra of $30.50 as at Apr 9, subject to collar of minimum 0.4129 and maximum 0.4539 CF
shares per Terra share
(9)
Based on CF actual share price of $47.23 at Jan 15 growth at 5% to Mar 20 (the trading day prior to CF’s
current bid), consistent with Global Fertilizer Peers over same period (reference slide 10)
CF
says
that
their
offer
for
Terra
is
“full
and
fair
value”
(1)
and
at
the
same
time
claims Agrium’s offer is “grossly inadequate”
Yet,
Agrium
is
offering
a
39%
greater
multiple
for
CF
than
CF
is
offering
for
Terra
4.6x
vs.
3.3x
2010E
EBITDA
(2)
using
CF’s
unaffected
share
price
adjusted
to
exclude
the
effects of Agrium’s offer
Agrium
is
trading
at
4.7x
consensus
2010E
EBITDA
(2)
Agrium has traded on average 54% higher EV / LTM EBITDA than CF since its IPO (see pg
14,
Average
8.8x
for
Agrium
vs.
5.7x
for
CF
(LTM
EBITDA)
since
CF’s
IPO
in
Aug.
2005)
Current Trading
(3)
Agrium / CF Bid
CF / Terra Bid
Agrium
CF Industries
CF
Unaffected
(4)
Initial Bid
(5)
Revised Bid
(6)
Current Bid
(7)
Current Bid
(8)
Unaffected
Bid at Ann.
(9)
Current
Unaffected
Bid
(4)
Premium to Jan 15
52%
59%
56%
87%
38%
53%
Premium to Feb 24
30%
35%
32%
Multiple of EBITDA
LTM
3.5x
2.4x
1.6x
2.6x
2.7x
2.7x
2.5x
1.7x
1.9x
2009E
(2)
4.7x
4.4x
3.0x
4.3x
4.5x
4.4x
4.4x
2.9x
3.4x
2010E
(2)
4.7x
4.5x
3.1x
4.5x
4.7x
4.6x
4.4x
2.9x
3.3x