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Prospectuses and communications, business combinations


Filing pursuant to Rule 425 under the

Securities Act of 1933, as amended

Deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Subject Companies: OCI N.V.; CF Industries Holdings, Inc.

Below is a transcript of OCI N.V.s conference call on November 13, 2015.


November 13, 2015

So far we have made good progress on the transaction, going smooth and we are on track for a close in the first half of 2016, hopefully within the month of April. Last week we announced that the transaction received U.S. Antitrust clearance. This was a major milestone and of the determining factors for timing for close of the transaction.

Other necessary filings are also on track with the filing with the EU Commission done in October, and a provisional deadline is set for the 7 th of December. The required documents were submitted to the SEC, the Form S-4 document has been submitted and is available online.

I continue to believe that the combination will create significant value to our collective shareholders and this opportunity allows our shareholders to participate directly in the emergence of a new global leader in nitrogen with unparalleled growth prospects.

Our retained fertilizer and methanol assets also have significant upside potential. Post transaction, we willthe company will have 51% share in Sorfert, 55% stake in Natgasoline, and 100% stake in BioMCN in the Netherlands, as well as the Egyptian assets EFC and EBIC.

These assets will be supported by a balance sheet that is unencumbered with debt, and financial flexibility to drive our strategy to the next phase of growth and value creation.

Sorfert, as Salman mentioned, is in its first year of operation, and despite suffering an unplanned shutdown in Q4, we are very pleased with the operations. The devaluation of the Dinar has in addition to reducing the indebtedness, which is in Algerian dinars, in dollar terms, but has also created a lower cost for our ongoing operations.

So, the second FSRU has arrived in Egypt, and was fully commissioned, and it has helped our plants to have full access to natural gas. We expect EBIC to continue to operate at 50 to 60% utilization. This is primarily due to sharing the logistics with the FSRU for import of LNG. After the logistics are debottlenecked, we expect EBIC to go to 100% utilization sometime later in 2016, early 2017.

Construction at Iowa Fertilizer Company is 92% complete, bearing in mind that 5% of the remaining is allocated towards commissioning activities which have already started. I am pleased to announce that this week, we introduced natural gas to the plant and are commissioning the offsite utilities and will shortly be producing steam from the boilers.

Construction on Natgasoline is continuing with full speed. The first arrival of equipment has started and the mechanical erection has started in addition to the ongoing civil works and Natgasoline currently as of end of September was 32% complete on the EPC.

We are open for questions.

Your first question comes from the line of Frank Claassen. Please ask your question.

On the Natgasoline financing, financing efforts have been launched, and we are in the midst of the process for that efforts and we expect to have a fully financed project that will not obstruct our schedule for construction and completing the project.

Your next question comes from the line of...