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Egyptian billionaire Nassef Sawiris has launched an unsolicited all-cash public offer of EUR 4.10 per share for all outstanding shares in OCI Global, the Euronext-listed nitrogen, methanol and hydrogen producer he controls, in a move designed to break a prolonged corporate impasse surrounding the company's proposed combination with Orascom Construction and give minority shareholders a clean cash exit.
The offer, announced by NNS Holding, the Cyprus-registered private investment vehicle through which Sawiris manages his family's capital, was confirmed by OCI Global's board on June 25, 2026. After NNS submitted a first proposal for a cash offer on May 11, 2026, the board of directors of OCI, excluding Nassef Sawiris and Nadia Sawiris who have not participated in any of the discussions, deliberations and decision-making, have been in discussions regarding a potential cash offer in connection with the transaction with Orascom Construction to resolve the current impasse. aradel
The board of directors of OCI have carefully assessed and evaluated NNS's proposals for a voluntary all-cash offer, supported by its independent financial and legal advisers, and have considered it against alternative scenarios including a solvent wind-down. The board maintains that the transaction with Orascom Construction represents a compelling strategic outcome for OCI and its stakeholders, while also recognising that certain shareholders expressed a preference for a cash exit alternative. aradel
The EUR 4.10 offer is cum dividend, meaning it includes any dividend declared before the offer closes. NNS believes the offer provides a way out of the impasse surrounding OCI's proposed combination with Orascom. NNS will submit the draft offer memorandum to the AFM, the Dutch financial markets authority, in the course of the week following the announcement, with the offer memorandum expected to be published shortly after approval. NNS has sufficient resources available to finance the offer. aradel
The backdrop to the offer is a protracted governance dispute that has paralysed OCI's strategic direction for more than six months. In December 2025, OCI announced a proposed strategic combination with Orascom Construction, the Cairo-listed engineering and contracting group, which would have resulted in a merger of the two companies' operations. The extraordinary general meeting convened to put the Orascom combination to a shareholder vote on January 22, 2026, had the item removed from the agenda following a decision by the Enterprise Chamber of Amsterdam's Court of Appeal, which intervened after shareholders raised concerns about the transaction's terms and process. The impasse between the Sawiris family's desire to complete the Orascom combination and a bloc of minority shareholders preferring either improved terms or a cash exit has kept OCI's share price depressed and its strategic direction uncertain since then.
The EUR 4.10 per share offer provides the cash exit that minority shareholders sought. OCI's shares have traded well below that level for much of 2026 as the corporate uncertainty weighed on the market price. The offer implies a valuation of the company that gives shareholders a premium to the market price at which OCI has been trading during the period of the impasse, though the board's statement that it continues to view the Orascom combination as a compelling strategic outcome signals that the two families' preferred resolution for the company remains a merger rather than a take-private.
Nassef Sawiris, 61, is Egypt's richest man and one of Africa's wealthiest individuals, with a net worth estimated by Bloomberg at approximately $11 billion. He built his fortune through OCI, which he has led since its listing on Euronext Amsterdam in 2013 following its demerger from Orascom Construction Industries. Before the demerger, he served as chief executive of Orascom Construction Industries, the conglomerate founded by his father Onsi Sawiris that grew into one of the Middle East and North Africa's largest construction and fertiliser companies. His sister Nadia Sawiris, who sits on the OCI board, has also been recused from the discussions about the NNS offer. The Sawiris family, which also includes Naguib Sawiris and Samih Sawiris, is Egypt's most prominent business dynasty, with combined family interests spanning telecommunications, construction, nitrogen production, real estate, hospitality and private equity across more than 50 countries.
OCI is a world-leading producer and distributor of nitrogen, methanol and hydrogen products with operations in the Netherlands, the United States, Egypt, Bahrain and Algeria. The company has been progressively restructuring its portfolio over the past two years, divesting its fertiliser distribution business and its Iowa Fertiliser Company to focus on its core nitrogen and methanol production assets.
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