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MINNEAPOLIS, March 22, 2016 -- Charles H. Johnson & Associates announces that it has begun an investigation into the proposed combination/inversion of CF Industries Holdings, Inc. (“CF”) and the European, North American and Global Distribution businesses of OCI N.V., in connection with which CF proposes to move its corporate domicile from Delaware to the Netherlands.
The combination is to be structured as a “tax inversion” to substantially lower CF’s tax rate on its foreign earnings by replacing the U.S. tax rates to which its foreign earnings are subject with the much lower Netherlands tax rate.
Because it is to be structured as an inversion, CF has stated that the combination and the related exchange of CF Holdings common stock for “New CF” ordinary shares in the merger will be taxable to CF shareholders for U.S. federal income tax purposes, as the merger will be considered a sale of their shares rather than a tax-free exchange as is typically the case in such transactions. If the proposed combination is approved by CF shareholders and consummated, many CF shareholders who have held their stock for more than a year will be forced to pay federal taxes at rates of 15% to 30% on their gains, in addition to state taxes.
The investigation is looking into whether the CF Board of Directors is adequately representing the interests of CF’s shareholders in connection with the OCI acquisition and, if not, whether such failure may constitute a breach of fiduciary duty by the CF Board of Directors and whether CF or others may be aiding and abetting such breach or violating other laws.
If you hold CF stock and believe that you may be subject to capital gains or other taxes due to the OCI acquisition, or have any questions concerning this notice or your rights with respect to this matter, please contact:
Jonathan R. Mencel, Esq. ([email protected])
Law Offices of Charles H. Johnson, P.A.
2599 Mississippi Street
New Brighton, MN 55112
(651) 633-5685
