Form 425
  

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 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 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 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 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 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.


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 CF’s closing price on
February 24, the day before our proposed combination was
announced, and 48% to CF’s 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 CF’s annual meeting and tender
their shares to Agrium’s 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 Agrium’s 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
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 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 CF’s belief that they would lose a vote
Demonstrates management entrenchment and disregard for the rights of CF
stockholders
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
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


Fundamentals of Growth
10
Three CF directors standing for re-election at CF’s 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 CF’s 14D-9 Assertions


Fundamentals of Growth
12
Agrium’s Response to CF’s 14D-9 Assertions
Our offer was well-received by the markets
CF’s share price has increased by 33% since we
announced our offer
The spread between value of Agrium’s offer and CF’s
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
Agrium’s Response to CF’s 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 CF’s IPO
to February 24, the day before Agrium announced its
initial proposal
In contrast, CF’s quoted premiums on Terra offer are illusory,
given CF’s share price is supported by Agrium’s 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
Agrium’s Response to CF’s 14D-9 Assertions
CF’s cash balance is fully valued in Agrium’s 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 Agrium’s 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
Agrium’s Response to CF’s 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
Agrium’s Response to CF’s 14D-9 Assertions
Agrium’s phosphate margins have on average been higher than
CF’s over the last four years
Agrium believes CF’s phosphate business is a good
complement to our existing phosphate business
“…
Agrium’s
phosphate
business is of poor quality
compared to CF’s…”
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
Agrium’s 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 CF’s closing price on
February 24, the day before our proposed combination was
announced, and 48% to CF’s 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 CF’s annual meeting and tender
their shares to Agrium’s 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)