OCI board recommends billionaire Nassef Sawiris' EUR 4.10 takeover offer

OCI Global's board of directors has formally recommended Nassef Sawiris' unsolicited all-cash offer of EUR 4.10 per share for all outstanding OCI shares, clearing a critical milestone in the Egyptian billionaire's bid to take the Euronext-listed nitrogen and methanol producer private and end a governance standoff that has paralysed the company's strategic direction since January.

The recommendation, announced on July 1, 2026, was made by the board excluding Nassef Sawiris and his sister Nadia Sawiris, who have not participated in any of the discussions or deliberations concerning the offer. The board said it had assessed the NNS proposal against alternative scenarios including a solvent wind-down, was supported by independent financial adviser Rothschild and Co, and concluded that the EUR 4.10 price was fair. Rothschild formally rendered its fairness opinion to the board on June 30, 2026.

In a separate but coordinated development, the court-appointed independent non-executive directors of OCI, whose veto power over corporate decisions has blocked the proposed Orascom Construction merger since January, announced they would consent to the convocation of an extraordinary general meeting to put the Orascom transaction to a shareholder vote. The resolution to approve the Orascom merger at the EGM will be conditional on NNS having made the offer, declared it unconditional and completed settlement. The two processes, the cash offer and the Orascom merger vote, are now formally linked.

The July 1 board recommendation follows a sequence of disclosures that have moved rapidly since late June. NNS announced its intention to make the offer on June 24, 2026. On June 29, NNS submitted a draft offer memorandum to the Dutch financial markets authority, the AFM, for approval. The offer memorandum is expected to be published shortly after AFM approval, at which point the formal acceptance period will begin. OCI will publish its position statement at least ten business days before the acceptance period closes.

NNS is bidding for approximately 41.72 percent of OCI it does not already own, with Nassef Sawiris holding 49.21 percent of OCI and other Sawiris family members holding an additional 9.07 percent through non-tendering undertakings, meaning they have irrevocably committed not to tender their shares. At EUR 4.10 per share, the total offer values OCI at approximately EUR 866.6 million. NNS has confirmed it has sufficient cash resources to finance the offer without additional debt.

The EUR 4.10 price represents a premium of approximately 2 percent over OCI's share price at the time the offer was announced, and a premium over the depressed levels at which OCI has traded throughout the governance impasse. Rothschild's fairness opinion confirms the price is fair from a financial point of view to OCI shareholders other than the Sawiris family.

The board statement noted that NNS is no longer contractually bound to support the Orascom Combination, a significant development that removes a previously assumed constraint on the bidder's flexibility if the merger vote fails. OCI and NNS have not entered into a formal merger agreement with respect to the offer, meaning the transaction proceeds under Dutch public takeover rules without the protections a negotiated merger agreement would have provided to either side.

Nassef Sawiris, 61, is Egypt's wealthiest individual 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. The proposed combination of OCI's nitrogen, methanol and hydrogen assets with Orascom Construction's engineering and contracting business was announced in December 2025 and was intended to create an Abu Dhabi-based infrastructure platform. The EGM to vote on that transaction, if approved by the court-appointed directors' consent to its convocation, will take place before the closing of the NNS offer acceptance period.