23 May 2016

Termination of Proposed Combination of CF Industries with OCI’s European, North American and Global Distribution Businesses

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.

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