M&A Activity • Sep 25, 2013
M&A Activity
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NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS DOCUMENT IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER MENTIONED BELOW AND IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS DOCUMENT
Amsterdam, the Netherlands / 25 September, 2013 8:30 AM
OCI N.V. announced today the launch of the first period during which all eligible shareholders of Orascom Construction Industries S.A.E. ("OCI S.A.E.") may accept an exchange offer to exchange their shares into OCI N.V. shares or a cash alternative of EGP 255 per share (the "Offer"). The first extension period is 29 September 2013 to 3 October 2013 and the second extension period is 19 January 2014 to 23 January 2014.
OCI N.V. also intends to re-open its exchange offer enabling eligible holders of all remaining Regulation S global depositary receipts (GDRs) of OCI S.A.E. to tender their GDRs in exchange for ordinary shares of OCI N.V. on 30 September 2013. The Company expects to issue further details on the morning of 30 September prior to the reopening of the GDR exchange offer.
OCI N.V. expects to make an announcement for holders of American Depositary Shares (ADSs) representing ordinary shares of OCI S.A.E. in due course, subject to receipt of all relevant regulatory approvals.
OCI N.V. is a global nitrogen-based fertilizer producer and engineering & construction contractor based in the Netherlands. The Fertilizer Group owns and operates nitrogen fertilizer plants in the Netherlands, the United States, Egypt and Algeria and has an international distribution platform spanning from the Americas to Asia. The Fertilizer Group ranks among the world's top fertilizer producers with a fertilizer production capacity of nearly 7 million metric tons. The Construction Group provides international engineering and construction services primarily on infrastructure, industrial and high-end commercial projects in the United States, Europe, the Middle East, North Africa and Central Asia for public and private clients. The Construction Group ranks among the world's top global contractors. OCI N.V. employs more than 75,000 people in 35 countries around the globe and is listed on the NYSE Euronext in Amsterdam.
Omar Darwazah Email: [email protected]
Erika Wakid Email: [email protected]
Hassan Badrawi Email: [email protected] Director
Tel: +44 207 439 4801
Fax: +44 207 439 4802
For additional information on OCI N.V.:
Mijnweg 1, 6167 AC Geleen, The Netherlands
OCI N.V. stock symbols: OCI / OCI.NA / OCI.AS / OCINY
This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company.
This press release may not be published, distributed, transmitted or otherwise sent into the United States of America (including its territories and possessions, every State in the United States and the District of Columbia). This press release does not constitute an extension into the United States of any offer mentioned in this press release, nor does this press release constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. Holders of the company's securities who are located or resident in the United States or who are acting for the account or benefit of, such persons will not be eligible to participate in the offer described in this press release. Offer documents will not be distributed or sent into the United States.
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may", or "might", the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in the Company's projections or forward-looking statements, including, among others, general economic conditions, its competitive environment, as well as many other risks specifically related to the Company and its operations.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The securities referred to herein may not be offered, or sold in the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or another exemption form, or in a transaction not subject to, the registration requirement of the Securities Act.
These materials and information contained herein are not a public offer or advertisement of securities in the Netherlands, and are not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any shares or global depositary receipts in the Netherlands.
This press release is directed in the United Kingdom only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and to (iii) persons to whom it would otherwise be lawful to distribute it.
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