Netherlands-based Orascom Construction Industries (OCI NV) and US-based fertilisers company CF Industries Holdings announced Monday that they have amended their combination agreement originally announced on 6 August.
Under the amended agreement, the jurisdiction of incorporation and tax residency of the new holding company was changed from the UK to the Netherlands, according to a statement.
“The industrial logic and strategic rationale of the combination remains very attractive, with expected operational and structural synergies essentially unchanged from those previously announced,” President and CEO of CF Industries Holdings Tony Will said.
The transaction is expected to close by mid-2016. Meanwhile, the proposed transaction remains subject to approval by the shareholders of CF and OCI NV, as well as customary closing conditions and certain other regulatory approvals.
The combination agreement originally includes a transaction valued at $8bn, based on CF’s share price as of 6 August 2015, including the assumption of approximately $2bn in net debt.
Upon completion of the transaction, OCI NV would own approximately 27.7% of the new company and CF shareholders would own the remaining amount, approximately 72.3%. OCI NV said and that it will distribute a large proportion of the shares received in the merged company to its shareholders.
The businesses will be combined under the New CF, a new holding company incorporated under the UK law that will be re-registered as a public limited company prior to the completion of the combination.
“Combining our businesses with CF builds upon the company’s platform in Europe and expansive distribution network in North America, enhancing our collective scale and improving our ability to meet the needs of customers in the US and around the world,” CEO of OCI NV Nassif Sawiris said in August.
OCI NV is a global producer and distributor of natural gas-based fertilisers and industrial chemicals based in the Netherlands. It produces nitrogen fertilisers, methanol, and other natural gas-based products, serving agricultural and industrial customers from the Americas to Asia.
The company ranks among the world’s largest nitrogen fertiliser producers and can produce more than 8.4m metric tonnes of nitrogen fertilisers and industrial chemicals at production facilities in the Netherlands, the US, Egypt, and Algeria. OCI NV is listed on Euronext in Amsterdam.
