DEERFIELD, Ill. & AMSTERDAM--(BUSINESS WIRE)--
CF Industries Holdings, Inc. (NYSE: CF) and OCI N.V. (Euronext: OCI)
today announced the expiration of the waiting period mandated for United
States government antitrust review of proposed transactions under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) in
connection with the previously announced combination of CF with OCI’s
European, North American and Global Distribution businesses.
Expiration of the waiting period under the HSR Act satisfies one of the
conditions necessary for the combination. The proposed transaction
remains subject to approval by the shareholders of CF and OCI, as well
as certain other regulatory approvals and customary closing conditions.
About CF Industries Holdings, Inc.
CF Industries Holdings, Inc., headquartered in Deerfield, Illinois,
through its subsidiaries is a global leader in the manufacturing and
distribution of nitrogen products, serving both agricultural and
industrial customers. CF Industries operates world-class nitrogen
manufacturing complexes in Canada, the United Kingdom and the United
States, and distributes plant nutrients through a system of terminals,
warehouses, and associated transportation equipment located primarily in
the Midwestern United States. The company also owns a 50 percent
interest in an ammonia facility in The Republic of Trinidad and Tobago.
CF Industries routinely posts investor announcements and additional
information on the company’s website at www.cfindustries.com
and encourages those interested in the company to check there frequently.
About OCI N.V.
OCI N.V. is a global producer and distributor of natural gas-based
fertilizers and industrial chemicals based in the Netherlands. The
company produces nitrogen fertilizers, methanol and other natural gas
based products, serving agricultural and industrial customers from the
Americas to Asia. The company ranks among the world’s largest nitrogen
fertilizer producers, and can produce more than 8.4 million metric tons
of nitrogen fertilizers and industrial chemicals at production
facilities in the Netherlands, the United States, Egypt and Algeria. OCI
N.V. is listed on the Euronext in Amsterdam.
Safe Harbor Statement
All statements in this communication by CF Industries Holdings, Inc.
(together with its subsidiaries, the “Company”), other than those
relating to historical facts, are forward-looking statements.
Forward-looking statements can generally be identified by their use of
terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “predict” or “project” and similar terms and
phrases, including references to assumptions. Forward-looking statements
are not guarantees of future performance and are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
Company’s control, which could cause actual results to differ materially
from such statements. These statements may include, but are not limited
to, statements about the benefits, expected timing of closing and other
aspects of the proposed acquisition (the “OCI Transaction”) by the
Company from OCI N.V. ("OCI") of OCI’s European, North American and
global distribution businesses and certain other assets (the “Business”)
and the proposed strategic venture (the “CHS Strategic Venture”) with
CHS Inc. (“CHS”); statements about future strategic plans; and
statements about future financial and operating results. Important
factors that could cause actual results to differ materially from those
in the forward-looking statements include, among others, the volatility
of natural gas prices in North America and Europe; the cyclical nature
of the Company’s business and the agricultural sector; the global
commodity nature of the Company’s fertilizer products, the impact of
global supply and demand on the Company’s selling prices, and the
intense global competition from other fertilizer producers; conditions
in the U.S. and European agricultural industry; difficulties in securing
the supply and delivery of raw materials, increases in their costs or
delays or interruptions in their delivery; reliance on third party
providers of transportation services and equipment; the significant
risks and hazards involved in producing and handling the Company’s
products against which the Company not be fully insured; risks
associated with cyber security; weather conditions; the Company’s
ability to complete its production capacity expansion projects on
schedule as planned and on budget or at all; risks associated with other
expansions of the Company’s business, including unanticipated adverse
consequences and the significant resources that could be required; an
inability to achieve, or a delay in achieving, the expected benefits of
the GrowHow transaction as contemplated; difficulties associated with
the integration of GrowHow; unanticipated costs or liabilities
associated with the GrowHow transaction; and the risk that disruptions
from the GrowHow transaction as contemplated will harm relationships
with customers, employees and suppliers; potential liabilities and
expenditures related to environmental and health and safety laws and
regulations; the Company’s potential inability to obtain or maintain
required permits and governmental approvals or to meet financial
assurance requirements from governmental authorities; future regulatory
restrictions and requirements related to greenhouse gas emissions; the
seasonality of the fertilizer business; the impact of changing market
conditions on the Company’s forward sales programs; risks involving
derivatives and the effectiveness of the Company’s risk measurement and
hedging activities; the Company’s reliance on a limited number of key
facilities; risks associated with joint ventures; acts of terrorism and
regulations to combat terrorism; risks associated with international
operations; losses on the Company’s investments in securities;
deterioration of global market and economic conditions; and the
Company’s ability to manage its indebtedness. Other important factors,
relating to the OCI Transaction, that could cause actual results to
differ materially from those in the forward-looking statements include,
among others: risks and uncertainties relating to the ability to obtain
the requisite approvals of stockholders of the Company and OCI with
respect to the OCI Transaction; the risk that the Company, OCI and the
new holding company (“New CF”) for the OCI Transaction are unable to
obtain governmental and regulatory approvals required for the OCI
Transaction, or that required governmental and regulatory approvals
delay the OCI Transaction or result in the imposition of conditions that
could reduce the anticipated benefits from the OCI Transaction or cause
the parties to abandon the OCI Transaction; the risk that a condition to
closing of the OCI Transaction may not be satisfied; the length of time
necessary to consummate the OCI Transaction; the risk that the
businesses of the Company and the Business will not be integrated
successfully; the risk that the cost savings and any other synergies
from the OCI Transaction may not be fully realized or may take longer to
realize than expected; the risk that access to financing, including for
refinancing of indebtedness of the Business or the Company, may not be
available on a timely basis and on reasonable terms; the risk that the
Business is unable to complete its current production capacity
development and improvement projects on schedule as planned and on
budget or at all; the risk that the OCI Transaction or the prospect of
the OCI Transaction disrupts or makes it more difficult to maintain
existing relationships or impedes establishment of new relationships
with customers, employees or suppliers; diversion of management time on
transaction-related issues; the risk that New CF, the Company and the
Business are unable to retain and hire key personnel; the effect of
future regulatory or legislative actions on New CF, the Company and the
Business; the risk that the OCI Transaction is not accorded the tax and
accounting treatment anticipated by the Company; unanticipated costs or
liabilities associated with the OCI Transaction-related financing; and
the risk that the credit ratings of New CF and the Company, including
such ratings taking into account the OCI Transaction and related
financing, may differ from the Company’s expectations. Other important
factors, relating to the CHS Strategic Venture, that could cause actual
results to differ materially from those in the forward-looking
statements include, among others: risks and uncertainties arising from
the possibility that the consummation of the CHS Strategic Venture as
contemplated may be delayed or may not occur; difficulties associated
with the operation or management of the CHS Strategic Venture; risks and
uncertainties relating to the market prices of the fertilizer products
that are the subject of the supply agreement over the life of the supply
agreement and risks that disruptions from the CHS Strategic Venture as
contemplated will harm the Company’s other business relationships. More
detailed information about factors that may affect the Company’s
performance and could cause actual results to differ materially from
those in any forward-looking statements may be found in CF Industries
Holdings, Inc.’s filings with the Securities and Exchange Commission,
including CF Industries Holdings, Inc.’s most recent periodic reports
filed on Form 10-K and Form 10-Q, which are available in the Investor
Relations section of the Company’s web site. Forward-looking statements
are given only as of the date of this communication and the Company
disclaims any obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to or
in connection with the proposed transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Additional Information
New CF will file with the SEC a registration statement on Form S-4 that
will include the proxy statement of CF Industries and the shareholders
circular of OCI that also constitute prospectuses of New CF. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,
THE SHAREHOLDERS CIRCULAR/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain free copies of the proxy statement/prospectus,
the shareholders circular and other documents filed with the SEC by New
CF and CF Industries through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the proxy statement/prospectus, the shareholders circular and
other documents filed by CF Industries and New CF with the SEC by
contacting CF Industries Investor Relations at: CF Industries Holdings,
Inc., c/o Corporate Communications, 4 Parkway North, Suite 400,
Deerfield, Illinois, 60015 or by calling (847) 405-2542.
Participants in the Solicitation
CF Industries and its directors and executive officers and OCI and its
executive directors and non-executive directors may be deemed to be
participants in the solicitation of proxies from the stockholders of CF
Industries in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders of CF Industries in
connection with the proposed transaction, including a description of
their direct or indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement/prospectus when it is filed
with the SEC. Information regarding the directors and executive officers
of CF Industries is contained in CF Industries’ proxy statement for its
2015 annual meeting of stockholders, filed with the SEC on April 2,
2015, and CF Industries’ Current Report on Form 8-K filed with the SEC
on June 25, 2015. Information about the executive directors and
non-executive directors of OCI is contained in OCI’s annual report for
the year ended December 31, 2014, available on OCI’s web site at www.oci.nl.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151102006995/en/
CF Industries Holdings, Inc.
Chris Close
Director, Corporate
Communications
847-405-2542 – cclose@cfindustries.com
or
Dan
Aldridge
Director, Investor Relations
847-405-2530 – daldridge@cfindustries.com
Source: CF Industries Holdings, Inc.