| Filed by Agrium Inc. (Commission File No. 333-157966) Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: CF Industries Holdings, Inc. |
 Fundamentals of Growth Agrium: Growing Across the Value Chain June 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. 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 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 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.
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 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 constitute “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 * 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 |
 Fundamentals of Growth 5 • Invested approximately $3.4B in past 5 years and achieved synergies greater
than announced • 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 |
 Fundamentals of Growth 6 25% 29% 17% 26% Retail Potash Phosphate Nitrogen 3% Advanced Technologies 2008 EBITDA by Business Unit & Product 2% PFR and Other 1% |
 Fundamentals of Growth 7 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% |
 Fundamentals of Growth 8 • 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 |
 Fundamentals of Growth 9 • 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 |
 Fundamentals of Growth 10 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
retail 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 |
 Fundamentals of Growth 11 • 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 |
 Fundamentals of Growth 12 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 |
 Fundamentals of Growth 13 • Potash Capacity of 2.1 mmt • Market Advantages – Market internationally through Canpotex – Strong margins • Cost Advantages – Low-cost production Potash Facility Potash Markets % Sales* NA
sales 54% International 46% *3-Year Average Sales Volumes Internationally Competitive Potash |
 Fundamentals of Growth 14 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)*** |
 Fundamentals of Growth 15 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 16 Our Offer For CF Industries |
 Fundamentals of Growth 17 Our Offer for CF • We are determined to acquire CF, creating significant value for both CF and Agrium stockholders • Our $40 in cash plus one share ($89.22) offer for CF is a 50% premium to their unaffected stock price, adjusting for net cash, well above precedent transactions since credit crisis • Cash or stock election provides opportunity to receive 24% ownership in Agrium’s broader, more balanced portfolio of products and reinvest significant cash portion • Our bid provides far superior value for CF stockholders compared with any alternative articulated by CF, including remaining independent or paying a premium for Terra |
 Fundamentals of Growth 18 Significant Turnover in CF’s Stockholder Base by Long-Term Investors • Long-term CF stockholders are sending a clear message to CF about their perspectives
on fundamental value • During Q1 2009, 14 of CF’s top 15 stockholders (excluding Agrium) as at December 31,
2008 reduced their positions significantly – Excluding index funds and hedge funds, CF’s long term stockholders sold 81% of
their holdings in CF – Similar trend apparent for top 25 and top 50 stockholders • GROWMARK (major CF customer, CEO sits on the CF Board) has sold 1.5mm shares (1) • Selling activity at prices below Agrium’s offer price does not support a standalone
value for CF in the $80’s as CF has suggested % Change in Position Since Dec 31 (58.0)% (64.5)% (81.3)% - Excluding Index & Hedge Funds (55.0)% (59.1)% (73.4)% - Excluding Index Funds (44.0)% (45.0)% (51.5)% All Stockholders (Including long-term stockholders, index and hedge funds, and other stockholders) Top 50 Stockholders Top 25 Stockholders Top 15 Stockholders Source: 13-F filings per Thomson Financial; available data as of May 29
(1) Per the Form 144 GROWMARK filed on May 14, 2009. |
 Fundamentals of Growth 19 Estimated CF Unaffected Stock Price of Approximately $65.00 (1) Based on peer group of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals, K+S, and
Yara as at May 29. (2) CF net cash on Balance Sheet as of Dec 31 was $12.38 per fully diluted share.
CF’s net cash on Balance Sheet as of Mar 31 was $16.64 per fully
diluted share. • CF had $12.38 per share in net cash on hand at December 31, and a further $4.79 invested in working capital versus average levels • For simplicity our illustrative analysis assumes the market gave credit for most of the working capital and could therefore predict the $16.64 of net cash (2) – This cash is worth no more today than it was in January • The peer group price increase of 59% since January 15th is representative of an increase in the market’s perception of the value of fertilizer operating assets – Gives full credit to peer group increase, which is partially attributable to speculation over sector consolidation • Growing CF’s operating asset value per share by 59% and adding back net cash per share results in an implied unaffected CF stock price of $65.15 CF Unaffected Stock Price $ 30.59 $ 48.51 $ 16.64 $ 16.64 CF Stock Price on Jan 15, 1-Day Prior to Terra Offer Implied Unaffected CF Stock Price: Operating Asset Value Grown at Peer Group Price Performance CF Net Cash Per Fully Diluted Share Implied Operating Asset Value Per Share $ 47.23 $ 65.15 38 % 59 % Peer Group Price Increase Since Jan 15(1) Implied Unaffected CF Stock Price Performance |
 Fundamentals of Growth 20 50% Premium to Cash-Adjusted CF Unaffected Stock Price (1) Based on Agrium current proposal of one Agrium share plus $40 per CF share in cash based
on Agrium closing price on May 29. $ 48.51 $ 72.58 $ 16.64 $ 16.64 Unaffected CF Stock Price Agrium Offer Implied Operating Asset Value Per Share CF Net Cash Per Fully Diluted Share $ 65.15 50 % Implied Cash- Adjusted Premium Today 37 % Implied Stock Price Premium $ 89.22 1 |
 Fundamentals of Growth 21 – 6.1x vs. 4.8x 2010E EBITDA (1) using CF’s unaffected share price adjusted to exclude the effects of Agrium’s offer – Agrium's revised offer implies a higher transaction multiple for CF than Agrium’s current trading multiple (1) • Valuation should be considered in context of expected performance – Trailing EBITDA multiples irrelevant given short-lived spike in commodity prices in
2008 – Precedent transactions need to be analyzed in context of the market environment
Agrium / CF vs. CF / Terra Agrium / CF Compelling Valuation CF / Terra • Agrium’s revised offer provides a 27% greater EBITDA multiple for CF than CF
is offering for Terra (1) 6.1x 4.8x $89.22 $29.57 Current Offer Current Unaffected Offer (2) (3) (1) Bloomberg consensus 2010 EBITDA estimates; Agrium’s EV/EBITDA multiple is 4.8x. Multiples calculated on an adjusted ‘owned’ basis to reflect leakage of minority interest and addition of
equity investment income. (2) $40.00 cash, one Agrium share using Agrium’s closing price on May 29. (3) CF unaffected price based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash,
Israel Chemicals, K+S, and Yara. Peer group performance based on USD equivalent stock price
movement since Jan 15. This percentage move was applied to CF’s operating asset value per
share on Jan 15. Results then adjusted back for net cash. |
 Fundamentals of Growth 22 Conclusion • We are determined to acquire CF – We have raised our offer twice, to a current cash-adjusted premium of 50% • Our bid provides far superior value for CF stockholders compared with any alternative articulated by CF • Current offer is best and final price absent engagement by CF and demonstration of additional value • CF stockholders must send an unambiguous message to CF Board by tendering their shares into our offer |
 Fundamentals of Growth The Future is Promising |
 Fundamentals of Growth 24 76% Agrium and 24% CF Pro Forma Ownership: • $40.00 in cash and 1 Agrium share (total consideration of $89.22 as at May 29) • Aggregate consideration of $2.0 billion cash and 50.2 million shares • CF stockholders 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: • 61% to CF closing price on February 24 and 50% to cash-adjusted premium to
CF’s unaffected stock price (1) (based on mixed consideration and $49.22 Agrium share price on May 29) • An increase of $17.22 or 24% over Agrium’s initial offer of $72.00 Premium: Agrium to combine with CF in a cash and stock deal Offer: Summary of Revised Offer for CF (1) See previous slides for methodology used for estimating CF’s unaffected stock
price. |
 Fundamentals of Growth 25 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 Nutrient Capacity Source: British Sulphur and IFDC |
 Fundamentals of Growth 26 0 50 100 150 200 250 300 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, British Sulphur, Agrium • Lower gas prices in NA and higher prices elsewhere, combined with firm nitrogen demand, result in strong NA nitrogen margins NOLA Granular Price = $265/MT $7/ MMBtu* $6 / MMBtu $4/ MMBtu $3/ MMBtu * There have been press reports that Ukraine gas price may be reduced by 20% in the
future, which would put their gas costs slightly below W. Europe but
delivered cost of product would remain over $200/mt |
 Fundamentals of Growth 27 0 100 200 300 400 500 600 700 800 900 1,000 May- 05 Sep- 05 Jan- 06 May- 06 Sep- 06 Jan- 07 May- 07 Sep- 07 Jan- 08 May- 08 Sep- 08 Jan- 09 May- 09 Black Sea NOLA Pacific Northwest Benchmark Prices: Urea Source: Blue, Johnson & Associates, The Market, Green Markets
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 Fundamentals of Growth 28 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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 Fundamentals of Growth 29 0 100 200 300 400 500 600 700 800 900 1,000 1,100 1,200 1,300 1,400 May- 05 Sep- 05 Jan- 06 May- 06 Sep- 06 Jan- 07 May- 07 Sep- 07 Jan- 08 May- 08 Sep- 08 Jan- 09 May- 09 Central Florida PNW Benchmark Prices: Phosphate Source: Blue, Johnson & Associates, Green Markets |
 Fundamentals of Growth 30 0 100 200 300 400 500 600 700 800 900 1,000 May- 05 Sep- 05 Jan- 06 May- 06 Sep- 06 Jan- 07 May- 07 Sep- 07 Jan- 08 May- 08 Sep- 08 Jan- 09 May- 09 Sask Midwest Benchmark Prices: Potash Source: Green Markets, Blue, Johnson & Associates, Agrium
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 Fundamentals of Growth 31 (1) Based on value of mixed consideration and Agrium share price of $49.22 as of May
29. (2) Based on CF cash and short-term investments of $839 million less debt of $3.9
million, or $16.64 per CF share as of Mar 31, 2009. (3) CF unaffected price based on illustrative peer group of Mosaic, Potash Corp, Intrepid
Potash, Israel Chemicals, K+S, and Yara. Peer group performance based on USD
equivalent stock price movement since Jan 15. This percentage move was
applied to CF’s operating asset value per share on Jan 15. Results then adjusted back for net cash. Premiums (1) $89.22 Current offer Cash Adjusted Premiums (1,2) (3) (3) $72.58 ($89.22, less $16.64 net cash per CF share) Significant Premium to CF Stockholders 50% 86% 137% 37% 61% 89% $47.23 $55.58 $65.15 Jan-15 CF Price Feb-24 CF Price Unaffected Price $30.59 $38.94 $48.51 Jan-15 CF Price Feb-24 CF Price Unaffected Price |
 Fundamentals of Growth 32 0 300 600 900 1200 1500 0 200 400 600 800 1,000 1,200 $1,400 CF 'Owned' EBITDA Urea ($ / short ton) DAP ($ / short ton) Natural Gas (US¢/MMBtu) (5) • CF’s reliance on short-lived peak 2008 nitrogen and phosphate prices for
current and future valuations is unrealistic and irrelevant • Current nitrogen and phosphate prices are NOT at the bottom of the cycle – Industry forecasts show nutrient pricing flat-to-down over next couple
years – A return to cyclical commodity lows as seen pre-2004 would yield substantially lower
EBITDA for CF Current Nutrient Pricing Above Historical Averages (1) Average 1998-2007. (2) NOLA Urea per Green Markets. (3) Central Florida DAP per Green Markets. (4) Henry Hub Natural Gas per Bloomberg. (5) ‘Owned’ EBITDA (consolidated EBITDA less minority interest plus equity investment income) per
CF filings. 10yr Average (1) Feb 24 Current Urea (2) $181 $305 $240 DAP (3) $193 $315 $250 Natural Gas (4) ¢498 ¢420 ¢392 |
 Fundamentals of Growth 33 • Expected operating margins for nitrogen and phosphate facilities similar to CF’s are lower than peak 2008 levels Moderate Margins Anticipated for CF’s Facilities Illustrative Annual Operating Profit (1,2) (1) Nitrogen gross margin estimates based on NOLA Urea proxy plant gate margins (at 80%
rate), per Blue, Johnson Associates, Inc. (2) Phosphate gross margin estimates based on U.S. Central Florida DAP proxy plant gate
margins (at 80% rate), per Blue, Johnson Associates, Inc. -$100 $100 $300 $500 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Proxy Phosphate Plant Proxy Nitrogen Plant ’00-07 Avg. 2008 Current Nitrogen (1) $25 $242 $104 Phosphate (2) $49 $511 $140 |
 Fundamentals of Growth 34 Agrium Proposal at a Significant Premium to Historical CF Trading Values 35 45 55 65 75 85 $95 Jan 15 Jan 25 Feb 4 Feb 14 Feb 24 Mar 6 Mar 16 Mar 26 Apr 5 Apr 15 Apr 25 May 5 May 15 May 25 Feb 25 Agrium announces acquisition proposal for CF ($31.70 + 1 share) with election mechanic Jan 15 CF announces acquisition proposal for Terra CF distances from peer group because of Agrium offer Mar 27 Agrium increases proposal for CF ($35.00 + 1 share) with election mechanic May 11 Agrium increases proposal for CF ($40.00 + 1 share) with election mechanic Current Proposal(1): $89.22 CF: $77.64, 64% Global Fertilizer Peers(2): 59% Mar 23 CF modifies proposal for Terra Mar 9 CF modifies proposal for Terra Mar 5 Terra board rejects CF offer May 15 CF rejects Agrium's revised offer Source: Bloomberg. Daily trading values have been rebased to CF stock price on Jan 15, 2009 (date of CF
proposal for Terra) (1) Dotted line represents Agrium current proposal for CF over time: one
Agrium share plus $40 cash per CF share based on Agrium historical closing prices. (2) Based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals, K+S,
and Yara. Performance of this peer group based on USD equivalent stock price movement since
Jan 15. Market trading data as of May 29. |
 Fundamentals of Growth 35 • Anticipate annual synergies of approximately $150 million from Agrium/CF combination, phased in over three years Consolidation of the sales, marketing and distribution systems by • utilizing Agrium’s and CF’s combined broad distribution network to reduce
logistic costs • reduce total product miles shipped and optimize railcar lease costs • leverage underutilized distribution facilities Sales, Marketing and Distribution Description Source Realization of cost savings associated with • enhanced economies of scale in purchase/procurement of products and services • optimization of plant turnarounds and operating costs • reduction of duplication in product inventory and associated carrying costs • catalyst and spare parts inventory pooling • enhanced efficiencies in future capital expenditures Procurement of Plant Materials, Equipment and Logistics Services • Eliminating corporate functions and overhead reductions (e.g. headquarter consolidation) and utilizing SG&A excess capacity SG&A Costs Significant Synergies from Combination of Agrium and CF |