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 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.
Fundamentals of Growth Agrium and CF: Growing Across the Value Chain March 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. 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
preliminary proxy statement with the SEC on March 27, 2009 and intend to file a definitive proxy statement. When completed, the definitive proxy statement of Agrium and North and accompanying proxy card will be 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 CFs 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
preliminary proxy statement filed by Agrium and North with the SEC on March 27, 2009.
Agrium, North, their respective directors and executive officers and certain 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 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 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 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 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 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. 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, 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.
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Fundamentals of Growth 4 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 CFs closing price on February 24, the day before our proposed combination was announced, and 48% to CFs 30-day VWAP through February 24 Substantial stock component and flexible structure allow CF stockholders participation in upside and/or liquidity as desired (subject to proration) We urge CF stockholders to withhold their votes for the election of CF directors at CFs annual meeting and tender their shares to Agriums exchange offer in order to send a clear message to the CF Board We are disappointed that CF is attacking the Agrium offer with selective statements and flawed financial analysis |
Fundamentals of Growth 5 Revised Offer for CF Industries |
Fundamentals of Growth 6 Revised Offer 76% Agrium and 24% CF Pro Forma Ownership: $35.00 in cash and 1 Agrium share Aggregate consideration of $1.8 billion cash and 50.2 million shares CF shareholders may elect mixed consideration, or cash or shares, subject to proration Consideration: Committed debt facilities from Royal Bank of Canada and The 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: Cash component increase of $3.30, or 10.4% over Agriums initial cash component 35% to CF closing price on February 24 and 48% to 30-day VWAP through February 24 Premium: Agrium to combine with CF in a cash and stock deal Offer: |
Fundamentals of Growth 7 Offer Provides Flexibility to CF Stockholders Over 50% of the consideration being offered for CF is in the form of stock Agriums 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 extremely attractive price CF stockholders will have the opportunity to participate in any recovery in fertilizer
stocks, through Agrium share ownership and to participate in the
realization of significant synergies associated with the combination
Allows CF stockholders the ability to 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 8 Withhold Vote Campaign |
Fundamentals of Growth 9 CF restructured its offer for Terra to circumvent stockholder vote We believe this highlights CFs belief that they would lose a vote Demonstrates management entrenchment and disregard for the rights of CF stockholders Even as restructured, CFs 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 Agriums 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 CF is doing an end-run around its stockholders and has taken away their vote
Current CF trading levels indicate investor support for an Agrium / CF
combination CF Ignoring Interests of its Stockholders
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Fundamentals of Growth 10 Three CF directors standing for re-election at CFs 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 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 THIS IS AN OPPORTUNITY FOR CF STOCKHOLDERS TO RESTORE THEIR VOTE AND PERSUADE THE CF BOARD AND MANAGEMENT TO ENGAGE IN DISCUSSIONS WITH US |
Fundamentals of Growth 11 Response to CFs 14D-9 Assertions |
Fundamentals of Growth 12 Agriums Response to CFs 14D-9
Assertions Our offer was well-received by the markets CFs share price has increased by 33% since we announced our offer The spread between value of Agriums offer and CFs share price has averaged 1.8% since announcement Investors supportive of Agrium/CF combination Market indicates that transaction likely to be consummated The market reacted negatively to the proposal
Response What CF Said |
Fundamentals of Growth 13 Agriums Response to CFs 14D-9
Assertions Premiums for North American chemicals and fertilizer companies have averaged 27% since January 2004 (1) Premium offered by Agrium in its increased offer is substantially in excess of the industry average Very attractive to CF stockholders from an exchange ratio standpoint as it is well-above historical averages 1.8685 exchange ratio offered (subject to proration) versus average exchange ratio of 1.1433 from CFs IPO to February 24, the day before Agrium announced its initial proposal In contrast, CFs quoted premiums on Terra offer are illusory, given CFs share price is supported by Agriums offer The offer premium is inadequate
Response What CF Said (1) North American targets greater than $100 million, since January 2004, excluding
distressed transactions. Fertilizer transactions include Anglo Potash/BHP Billiton Diamonds, UAP/Agrium, Royster-Clark/Agrium, and Nu-Gro/United
Industries. Source: Thomson SDC |
Fundamentals of Growth 14 Agriums Response to CFs 14D-9
Assertions CFs cash balance is fully valued in Agriums offer Agrium is funding cash portion of offer through available liquidity and committed financing Incremental leverage capacity comes from the combined, diversified entity, not from CF on a stand-alone basis The cash component of the offer consideration is being effectively funded by CF Holdings and thus represents no net increase in value to CF Holdings stockholders Over a 5-year time frame (not just two peak years for commodity prices as presented by CF), Agrium has higher average gross margins than CF, with substantially less volatility in such margins Market has endorsed Agriums diversified model; Agrium has traded at higher EV/EBITDA multiple than CF since its IPO in 2005
CF is focused on its higher-margin manufacturing and distribution business
Response What CF Said |
Fundamentals of Growth 15 Agriums Response to CFs 14D-9
Assertions Agrium has a successful operating record in nitrogen manufacturing and has significant international experience Profertil, in Argentina, is a world-class facility which averaged $100 million in EBITDA for Agrium over the past four years Kenai, in Alaska, proved to be a viable investment for Agrium and generated in excess of $400 million of gross profit during our ownership MOPCO, in Egypt, provides ownership position in one of the lowest cost operating facilities in the world with direct access to major markets in Europe and North and South America Agrium has a poor execution record of managing and creating value in nitrogen manufacturing Response What CF Said |
Fundamentals of Growth 16 Agriums Response to CFs 14D-9
Assertions Agriums phosphate margins have on average been higher than CFs over the last four years Agrium believes CFs phosphate business is a good complement to our existing phosphate business
Agriums phosphate business is of poor quality compared to CFs
We are confident in our ability to realize $150 million in synergies from a combination with CF Agrium has invested $3.4 billion over the past five years and achieved synergies greater than announced and earlier than expected Agrium has completed nine acquisitions in five years and other growth initiatives across the value chain In contrast, CF has announced a single acquisition of approximately $25 million and has no track record of integrating acquisitions or realizing synergies The synergies assumed in Agriums offer are poorly delineated and uncertain Response What CF Said |
Fundamentals of Growth 17 Conclusion |
Fundamentals of Growth 18 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 CFs closing price on February 24, the day before our proposed combination was announced, and 48% to CFs 30-day VWAP through February 24 Substantial stock component and flexible structure allow CF stockholders participation in upside and/or liquidity as desired (subject to proration) We urge CF stockholders to withhold their votes for the election of CF directors at CFs annual meeting and tender their shares to Agriums exchange offer in order to send a clear message to the CF Board We are disappointed that CF is attacking the Agrium offer with selective statements and flawed financial analysis |
Fundamentals of Growth 19 Appendix |
Fundamentals of Growth 20 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. |
Fundamentals of Growth 21 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 In contrast, CF has announced a single acquisition of approximately $25 million and has no track record of integrating acquisitions and realizing synergies 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) |