Registration Statement Filed for Proposed Combination of CF Industries with OCI’s European, North American and Global Distribution Businesses
CF Industries Holdings, Inc. (NYSE: CF) today announced the filing with
the U.S. Securities and Exchange Commission of a registration statement
on Form S-4 containing a preliminary proxy statement/shareholder
circular/prospectus in connection with the proposed combination of CF
and the European, North American and Global Distribution businesses of
OCI N.V. (Euronext: OCI). While this registration statement has not yet
become effective and the information contained therein is subject to
change, it provides important information about CF, OCI and the proposed
combination.
The registration statement containing the preliminary proxy
statement/shareholders circular/prospectus was filed by the new holding
company under which the businesses will combine (temporarily named
Darwin Holdings Limited) and is available through the SEC's website at www.sec.gov under
the company name “Darwin Holdings Ltd.”
The proposed combination 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.
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” “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 (the “ENA 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;
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: the risk that the OCI
Transaction is not accorded the tax and accounting treatment anticipated
by the Company; the effect of future regulatory or legislative actions
on the new holding company (“New CF”), the Company and the ENA Business;
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 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 Company and the ENA Business are subject
to business uncertainties and contractual restrictions while the OCI
Transaction is pending (including the risk that the Company is limited
from engaging in alternative transactions and could be required in
certain circumstances to pay a termination fee); 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 ENA Business are unable to
retain and hire key personnel; the risk that closing conditions related
to the Natgasoline joint venture may not be satisfied; the risk that the
Company, New CF and the ENA Business will incur costs related to the OCI
Transaction that exceed expectations; the risk that the businesses of
the Company and the ENA 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 ENA Business or the Company, may not be available
on a timely basis and on reasonable terms; unanticipated costs or
liabilities associated with the OCI Transaction-related financing; 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; risks associated with New
CF’s management of new operations and geographic markets; and the risk
that the ENA Business is unable to complete its current production
capacity development and improvement projects on schedule as planned, on
budget or at all.
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
(the “SEC”), 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. Please
refer to the Risk Factors section of the Registration Statement on Form
S-4 filed with the SEC by Darwin Holdings Limited on November 6, 2015
for a description of additional factors that may affect the Company’s
performance and could cause actual results to differ materially from
those in any forward-looking statements. 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
Darwin Holdings Limited (“New CF”) has filed with the SEC a registration
statement on Form S-4 that includes a preliminary proxy statement of CF
Industries Holdings, Inc. (“CF Industries”) and a preliminary
shareholders circular of OCI N.V. (“OCI”), each of which also
constitutes a preliminary prospectus of New CF. The registration
statement has not been declared effective by the SEC. The definitive
proxy statement/prospectus will be delivered to CF Industries
shareholders and the definitive shareholders circular/prospectus will be
delivered to OCI shareholders as required by applicable law after the
registration statement becomes effective. 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 New CF and their respective 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 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.
Other 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, is set forth in the preliminary proxy statement/prospectus
filed with the SEC by New CF.
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