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)
*****
Mr. Ron Wilkinson, Senior Vice President, Agrium and President, Wholesale presented at the Credit Suisse Global Ag Productivity Conference in London on March 10, 2009. A copy of the slides for such presentation follows.
 growing across the value chain March 2009 Agrium: 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 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 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 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, 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. |
 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, CF’s
acceptance of Agrium’s 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.
|
 5 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 Agrium’s Growth Across the Value Chain |
 6 growing across the value chain CF 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, a 30% premium over CF’s common shares on February 24, 2009, the day before the announcement of the offer Offer Price: Committed underwritten financing 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$3.6 billion cash and based on $40.30, the closing price of Agrium shares on the same date • CF shareholders to receive US$31.70 in cash and 1 Agrium share valued at $40.30 on February 24, 2009 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: |
 7 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 |
 8 growing across the value chain 25% 29% 17% 26% Retail Potash Phosphate Nitrogen 3% Advanced Technologies 2008 EBITDA by Business Unit & Product 2% PFR and Other 1% |
 9 growing across the value chain 1,200 1,400 1,600 1,800 2,000 2,200 2,400 1995/96 2000/01 2004/05 2006/07 2008/09f 0 100 200 300 400 500 600 700 800 900 1,000 1,100 1,200 Modest Rebound in Grain Stocks Despite Record Yields Source: Total Grains, USDA, WASDE–464 November 2008 Production Consumption Stocks |
 10 growing across the value chain Largest North American Agricultural Retailer • UAP acquisition boosts net sales to over $5-billion • Well balanced portfolio of seed, fertilizer, crop protection products, and application services • $560-million 2008 EBITDA • Over 800 North American retail centers 40% Crop Nutrients Crop Protection Seed 5% 2008 Agrium Retail Gross Profit* 44% *Includes UAP contributions from May 2008 Other Application 3% 8% |
 11 growing across the value chain • Addition of approximately 380 locations nearly doubles Agrium’s retail business • Increases geographic presence in key U.S. plains area as well as Texas and Florida • Further geographic, crop and product diversity • Decreases exposure to regional weather patterns Agrium Retail Locations UAP Retail Locations States with significant expansion to Agrium’s retail footprint wheat and potatoes fruits and vegetables corn soybeans cotton wheat UAP Acquisition Expands Diversity & Scale |
 12 growing across the value chain • Anticipate annual synergies of approximately $115-million, phased realization: • ~ $80-million in 2009 • ~ $115-million in 2010 and beyond • Synergies achieved through – Benefit from UAP’s expertise on crop protection procurement – Procurement of crop nutrients and combining seed business – Significantly expand private label crop protection lines at Agrium – Reduction in SG&A expenses *Based on expected UAP 2008 calendar year EBITDA Significant UAP Synergies |
 13 growing across the value chain 1) Last 12 month EBITDA from UAP as of February 24, 2008 as disclosed in UAP’s
public disclosure documents 2) Compounded Annual Growth Rate was accomplished without an increase in the number of
centers between 1999 and 2005 * 2001 excludes negative impact of the Argentine currency devaluation, 2002 excludes an
estimate of one-time benefit of Argentine currency devaluation of
US$15-million Retail EBITDA (US$ millions) $0 $100 $200 $300 $400 $500 $600 1999 2000 2001* 2002* 2003 2004 2005 2006 2007 2008 Base business 2007 Royster Synergies Combined (1) UAP base business Future expected UAP synergies Agrium’s Retail Transformation |
 14 growing across the value chain • Leader in environmentally friendly specialty products, broad mix of products marketed to: Turf, Ornamental, Greenhouse, High Value Specialty Crops, Lawn and Garden • High and stable margins on controlled release products • ESN® is Agrium’s patented controlled-release product for major crops, capacity expansion to 160,000 tonnes • Equity position (19.6%) in Hanfeng (HF.TO), a leading producer of value-added fertilizer in China, provides Agrium with: 1. geographic & product diversity 2. window into China 3. opportunity to participate in future joint ventures in China Advanced Technologies |
 15 growing across the value chain Wholesale Advantages Potash (K) Nitrogen (N) Phosphate (P) Purchase for Resale (PFR) - 2.1 mmt low cost production capacity - Diverse global/NA customer base - Over 5.0 mmt production capacity - Natural gas and in-market advantages - Diversified global production assets - Over 1.0 mmt production capacity - Two integrated facilities with in-market and cost advantages - Optimizes our extensive distribution and marketing capabilities - CMF acquisition enhances annual PFR volumes by 2.5 mmt |
 16 growing across the value chain • Recent Expansion of Potash Capacity: to 2.1 mmt from 1.8 mmt (+16%) • Market Advantages – Market internationally through Canpotex – Strong margins • Cost Advantages – Low-cost production Potash Facility Potash Markets % Sales* NA
sales 54% International 46% *2-Year Average Sales Volumes Internationally Competitive Potash growing across the value chain |
 17 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)*** |
 18 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. |
 19 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 |
 20 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 |
 21 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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 22 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 |
 23 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 |
 24 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 |
 25 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 Agrium’s growth across value chain – Proven track record of successful acquisitions and integration – Increased leverage across wholesale and distribution businesses |
 26 growing across the value chain Agrium is Well Positioned for the Future • Diversified by Geography, Business and Product line (crop nutrients, seed, crop protection), positioned to capitalize on the strong long-term industry fundamentals • We expect crop nutrient demand to show improvement in 2009, as growers make up for reduction in application in the fall of 2008 and early 2009 • Agrium has an excellent mix of assets, a strong balance sheet and a proven track record of delivering value to shareholders |
 growing across the value chain The Future is Promising |