DEERFIELD, Ill. & AMSTERDAM--(BUSINESS WIRE)--
CF Industries Holdings, Inc. (NYSE:CF) and OCI N.V. (Euronext: OCI)
today announce the termination of the proposed combination of CF and the
European, North American and Global Distribution businesses of OCI. The
Treasury announcement on April 4, 2016 materially reduced the structural
synergies of the combination. Since that time, both companies have
worked together collaboratively to explore alternative transactions and
structures that would be attractive to their respective shareholders.
However, the companies were unable to identify an alternative acceptable
to both parties and, therefore, agreed to terminate the combination.
"Although the original deal created significant value for both parties,
changes in the regulatory and commercial environments forced us to
re-evaluate the combination and led us to the conclusion that
terminating the agreement is in the best interests of CF Industries and
its shareholders." said Tony Will, president and chief executive
officer, CF Industries Holdings, Inc. "I want to thank the management
team of OCI for their professionalism and collaboration throughout our
discussions."
OCI N.V. CEO Nassef Sawiris commented: “Despite not having been able to
reach an agreement on an alternative transaction or structure, we have
the utmost respect for CF’s management and I would like to thank Tony
and his team for all the effort. The level of goodwill and collaboration
between the two companies has been positive at all levels of management
since our discussions started last year, which leads me to believe that
in the future we can explore alternative ways of collaboration or
structures to create value for our respective shareholders.”
As contemplated in the combination agreement, CF will pay OCI $150
million in connection with the termination.
CF Industries plans to host a conference call to discuss the
announcement at 9:00 a.m. ET on Monday, May 23, 2016. Investors can
access the call by dialing 866-748-8653 or 678-825-8234. The passcode is
19478250. The conference call also will be available live on the
company’s website at www.cfindustries.com.
Participants also may pre-register for the webcast on the company’s
website. Please log-in or dial-in at least 10 minutes prior to the start
time to ensure a connection. A replay of the call will be available for
seven days by calling (855) 859-2056 and citing code 19478250.
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 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 may 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, on budget or at all; risks associated with
expansions of the Company’s business, including unanticipated adverse
consequences and the significant resources that could be required;
potential liabilities and expenditures related to environmental, health
and safety laws and regulations and permitting requirements; 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 the operation or
management of the strategic venture with CHS Inc. (the "CHS Strategic
Venture"); risks and uncertainties relating to the market prices of the
fertilizer products that are the subject of the supply agreement with
CHS Inc. over the life of the supply agreement and the risk that any
challenges related to the CHS Strategic Venture will harm the Company's
other business relationships; risks associated with the Company’s Point
Lisas Nitrogen Limited joint venture; 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.
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 annual report on
Form 10-K, which is 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160522005057/en/
CF Industries
Chris Close, 847-405-2542
Director,
Corporate Communications
cclose@cfindustries.com
or
Dan
Aldridge, 847-405-2530
Director, Investor Relations
daldridge@cfindustries.com
or
OCI
N.V.
Hans Zayed, +31 (0) 6 18 251 367
Director, Investor
Relations
hans.zayed@oci.nl
Source: CF Industries Holdings, Inc.