21 December 2015

CF Industries and OCI Announce Amended Combination Agreement

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CF and OCI’s European, North American and Global Distribution Businesses to Become Subsidiaries of New Holding Company Tax Resident in the Netherlands


CF Industries Holdings, Inc. (NYSE: CF) and OCI N.V. (Euronext: OCI) today announced that they have amended the combination agreement originally announced on 6 August 2015. Under the amended agreement, the jurisdiction of incorporation and tax residency of the new holding company has been changed from the United Kingdom to the Netherlands.

The amended agreement has been unanimously approved by the boards of directors of both companies.

“The industrial logic and strategic rationale of the combination remains very attractive, with expected operational and structural synergies essentially unchanged from those previously announced,” said Tony Will, president and chief executive officer, CF Industries Holdings, Inc.

The anticipated timing to close the transaction remains mid-2016. The proposed transaction remains subject to approval by the shareholders of CF and OCI, as well as customary closing conditions and certain other regulatory approvals. Antitrust approvals and clearances obtained to date include approval from the European Commission on 4 December 2015; the expiration of the waiting period mandated for United States government antitrust review on 2 November 2015; and unconditional approval from the Turkish Competition Authority received on 6 October 2015. The companies will continue to pursue all required regulatory approvals.

For additional information on the amended agreement, please see the question-and-answer document accompanying this news release. 

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