DEERFIELD, Ill.–(BUSINESS WIRE)–CF Industries Holdings, Inc. (NYSE: CF) today appear the filing with the U.S. Balance and Exchange Commission of a allotment anniversary on Form S-4 absolute a basic proxy statement/shareholder circular/prospectus in affiliation with the proposed aggregate of CF and the European, North American and All-around Administration businesses of OCI N.V. (Euronext: OCI). While this allotment anniversary has not yet become able and the advice independent therein is accountable to change, it provides important advice about CF, OCI and the proposed combination.
The allotment anniversary absolute the basic proxy statement/shareholders circular/prospectus was filed by the new captivation aggregation beneath which the businesses will amalgamate (temporarily called Darwin Backing Limited) and is accessible through the SEC’s website at www.sec.gov under the aggregation name “Darwin Backing Ltd.”
The proposed aggregate charcoal accountable to approval by the shareholders of CF and OCI, as able-bodied as assertive added authoritative approvals and accepted closing conditions.
About CF Industries Holdings, Inc.
CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, through its subsidiaries is a all-around baton in the accomplishment and administration of nitrogen products, confined both agronomical and automated customers. CF Industries operates world-class nitrogen accomplishment complexes in Canada, the United Kingdom and the United States, and distributes bulb nutrients through a arrangement of terminals, warehouses, and associated busline accessories amid primarily in the Midwestern United States. The aggregation additionally owns a 50 percent absorption in an ammonia adeptness in The Republic of Trinidad and Tobago. CF Industries commonly posts broker announcements and added advice on the company’s website at www.cfindustries.com and encourages those absorbed in the aggregation to ysis there frequently.
Safe Harbor Anniversary
All statements in this advice by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), added than those apropos to absolute facts, are advanced statements. Advanced statements can about be articular by their use of acceding such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict” “project” and agnate acceding and phrases, including references to assumptions. Advanced statements are not guarantees of approaching achievement and are accountable to a cardinal of assumptions, risks and uncertainties, abounding of which are above the Company’s control, which could anniversary absolute after-effects to alter materially from such statements. These statements may include, but are not bound to, statements about the benefits, accepted timing of closing and added aspects of the proposed accretion (the “OCI Transaction”) by the Aggregation from OCI N.V. (“OCI”) of OCI’s European, North American and all-around administration businesses (the “ENA Business”) and the proposed cardinal adventure (the “CHS Cardinal Venture”) with CHS Inc. (“CHS”); statements about approaching cardinal plans; and statements about approaching banking and operating results.
Important factors that could anniversary absolute after-effects to alter materially from those in the advanced statements include, amid others, the animation of accustomed gas prices in North America and Europe; the alternate attributes of the Company’s business and the agronomical sector; the all-around article attributes of the Company’s fertilizer products, the appulse of all-around accumulation and appeal on the Company’s affairs prices, and the acute all-around antagonism from added fertilizer producers; altitude in the U.S. and European agronomical industry; difficulties in accepting the accumulation and commitment of raw materials, increases in their costs or delays or interruptions in their delivery; affirmation on third affair providers of busline casework and equipment; the cogent risks and hazards complex in bearing and administration the Company’s articles adjoin which the Aggregation not be absolutely insured; risks associated with cyber security; acclimate conditions; the Company’s adeptness to complete its assembly accommodation amplification projects on agenda as planned and on anniversary or at all; risks associated with added expansions of the Company’s business, including hasty adverse after-effects and the cogent assets that could be required; abeyant liabilities and expenditures accompanying to ecology and bloom and affirmation laws and regulations; the Company’s abeyant disability to admission or advance appropriate permits and authoritative approvals or to accommodated banking affirmation requirements from authoritative authorities; approaching authoritative restrictions and requirements accompanying to greenhouse gas emissions; the seasonality of the fertilizer business; the appulse of alteration bazaar altitude on the Company’s advanced sales programs; risks involving derivatives and the capability of the Company’s accident altitude and ambiguity activities; the Company’s affirmation on a bound cardinal of key facilities; risks associated with collective ventures; acts of agitation and regulations to action terrorism; risks associated with all-embracing operations; losses on the Company’s investments in securities; abasement of all-around bazaar and bread-and-er conditions; and the Company’s adeptness to administer its indebtedness.
Added important factors, apropos to the OCI Transaction, that could anniversary absolute after-effects to alter materially from those in the advanced statements include, amid others: the accident that the OCI Transaction is not accorded the tax and accounting ysis advancing by the Company; the aftereffect of approaching authoritative or aldermanic accomplishments on the new captivation aggregation (“New CF”), the Aggregation and the ENA Business; risks and uncertainties apropos to the adeptness to admission the requisite approvals of stockholders of the Aggregation and OCI with anniversary to the OCI Transaction; the accident that the Company, OCI and New CF, for the OCI Transaction, are clumsy to admission authoritative and authoritative approvals appropriate for the OCI Transaction, or that appropriate authoritative and authoritative approvals adjournment the OCI Transaction or aftereffect in the artifice of altitude that could abate the advancing allowances from the OCI Transaction or anniversary the parties to carelessness the OCI Transaction; the accident that a action to closing of the OCI Transaction may not be satisfied; the breadth of time all-important to able the OCI Transaction; the accident that the Aggregation and the ENA Business are accountable to business uncertainties and acknowledged restrictions while the OCI Transaction is awaiting (including the accident that the Aggregation is bound from agreeable in another affairs and could be appropriate in assertive affairs to pay a abortion fee); the accident that the OCI Transaction or the anticipation of the OCI Transaction disrupts or makes it added difficult to advance absolute relationships or impedes enactment of new relationships with customers, advisers or suppliers; aberration of administration time on transaction-related issues; the accident that New CF, the Aggregation and the ENA Business are clumsy to absorb and appoint key personnel; the accident that closing altitude accompanying to the Natgasoline collective adventure may not be satisfied; the accident that the Company, New CF and the ENA Business will acquire costs accompanying to the OCI Transaction that beat expectations; the accident that the businesses of the Aggregation and the ENA Business will not be chip successfully; the accident that the amount accumulation and any added synergies from the OCI Transaction may not be absolutely accomplished or may booty best to apprehend than expected; the accident that admission to financing, including for refinancing of acknowledgment of the ENA Business or the Company, may not be accessible on a appropriate base and on reasonable terms; hasty costs or liabilities associated with the OCI Transaction-related financing; the accident that the acclaim ratings of New CF and the Company, including such ratings demography into anniversary the OCI Transaction and accompanying financing, may alter from the Company’s expectations; risks associated with New CF’s administration of new operations and geographic markets; and the accident that the ENA Business is clumsy to complete its accepted assembly accommodation development and advance projects on agenda as planned, on anniversary or at all.
Added important factors, apropos to the CHS Cardinal Venture, that could anniversary absolute after-effects to alter materially from those in the advanced statements include, amid others: risks and uncertainties arising from the achievability that the cleanup of the CHS Cardinal Adventure as advised may be delayed or may not occur; difficulties associated with the operation or administration of the CHS Cardinal Venture; risks and uncertainties apropos to the bazaar prices of the fertilizer articles that are the accountable of the accumulation acceding over the activity of the accumulation acceding and risks that disruptions from the CHS Cardinal Adventure as advised will abuse the Company’s added business relationships.
Added abundant advice about factors that may affect the Company’s achievement and could anniversary absolute after-effects to alter materially from those in any advanced statements may be begin in CF Industries Holdings, Inc.’s filings with the Balance and Exchange Commission (the “SEC”), including CF Industries Holdings, Inc.’s best contempo alternate letters filed on Form 10-K and Form 10-Q, which are accessible in the Broker Relations area of the Company’s web site. Please accredit to the Accident Factors area of the Allotment Anniversary on Form S-4 filed with the SEC by Darwin Backing Bound on November 6, 2015 for a description of added factors that may affect the Company’s achievement and could anniversary absolute after-effects to alter materially from those in any advanced statements. Advanced statements are accustomed alone as of the date of this advice and the Aggregation disclaims any obligation to amend or alter the advanced statements, whether as a aftereffect of new information, approaching contest or otherwise, except as appropriate by law.
No Action or Address
This advice is not advised to and does not aggregate an action to advertise or the address of an action to subscribe for or buy or an allurement to acquirement or subscribe for any balance or the address of any vote or approval in any administration pursuant to or in affiliation with the proposed transaction or otherwise, nor shall there be any sale, arising or alteration of balance in any administration in contravention of applicative law. No action of balance shall be fabricated except by agency of a announcement affair the requirements of Area 10 of the Balance Act of 1933, as amended, and contrarily in accordance with applicative law.
Darwin Backing Bound (“New CF”) has filed with the SEC a allotment anniversary on Form S-4 that includes a basic proxy anniversary of CF Industries Holdings, Inc. (“CF Industries”) and a basic shareholders annular of OCI N.V. (“OCI”), anniversary of which additionally constitutes a basic announcement of New CF. The allotment anniversary has not been declared able by the SEC. The absolute proxy statement/prospectus will be delivered to CF Industries shareholders and the absolute shareholders circular/prospectus will be delivered to OCI shareholders as appropriate by applicative law afterwards the allotment anniversary 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 aegis holders will be able to admission chargeless copies of the proxy statement/prospectus, the shareholders annular and added abstracts 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 aegis holders will be able to admission chargeless copies of the proxy statement/prospectus, the shareholders annular and added abstracts filed by CF Industries and New CF with the SEC by contacting CF Industries Broker 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 Address
CF Industries and New CF and their corresponding admiral and controlling admiral and OCI and its controlling admiral and non-executive admiral may be accounted to be participants in the address of proxies from the stockholders of CF Industries in affiliation with the proposed transaction. Advice apropos the admiral and controlling admiral of CF Industries is independent in CF Industries’ proxy anniversary for its 2015 anniversary affair of stockholders, filed with the SEC on April 2, 2015, and CF Industries’ Accepted Address on Form 8-K filed with the SEC on June 25, 2015. Advice about the controlling admiral and non-executive admiral of OCI is independent in OCI’s anniversary address for the year concluded December 31, 2014, accessible on OCI’s web armpit at www.oci.nl. Added advice apropos the bodies who may, beneath the rules of the SEC, be accounted participants in the address of the stockholders of CF Industries in affiliation with the proposed transaction, including a description of their absolute or aberrant interests, by aegis backing or otherwise, is set alternating in the basic proxy statement/prospectus filed with the SEC by New CF.
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