CF Industries Holdings Inc. and OCI N.V. have announced that they have amended the combination agreement originally announced on Aug. 6, 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 move was in response to recent U.S. Department of Treasury rules.
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, CF president and CEO.
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 Dec. 4, 2015; the expiration of the waiting period mandated for United States government antitrust review on Nov. 2, 2015; and unconditional approval from the Turkish Competition Authority received on Oct. 6, 2015. The companies said they will continue to pursue all required regulatory approvals.