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Nassef Sawiris opened a cash offer for every OCI Global share he does not already own on Tuesday, Sept. 15, at €4.10 apiece.
NNS Holding, the Cyprus-registered arm of his family office, published the offer memorandum on Monday evening after the Netherlands Authority for the Financial Markets approved it. The price values OCI at about €866 million and the offer period runs to Nov. 17, with completion expected in the fourth quarter.
He is buying a minority of his own company. Sawiris held 49.21% of OCI as of mid-April, and other members of his family hold a further 9.07%, giving the Sawirises 58.28% between them. Those relatives have signed irrevocable undertakings not to tender their 19,167,618 shares, which leaves roughly 41.7% of the company genuinely in play, worth about €362 million.
There is no minimum acceptance threshold. NNS will take whatever is tendered, however little.
The offer exists to end a deadlock. OCI has been trying to combine with Orascom Construction in a transaction the parties call Rembrandt II, and some shareholders have resisted, preferring cash to shares in the merged business. Buying them out removes the objection. NNS expects Rembrandt II to proceed once the offer settles, and says the cash exit gives shareholders an alternative to becoming Orascom investors.
OCI's board recommends it, with two abstentions. Sawiris and Nadia Sawiris took no part in any discussion, deliberation or decision on the matter. The directors appointed by the Netherlands Enterprise Chamber, the court that adjudicates corporate governance disputes involving Dutch companies, support the offer while taking a neutral position on the price, concluding only that €4.10 is not unreasonable.
That is a carefully worded endorsement.
The board weighed it against the alternatives, which included winding the company up solvently and distributing the proceeds. It concluded that minority shareholders should have the chance to take cash or to stay for whatever value the Orascom combination creates.
Sawiris made his first proposal on May 11 and announced his intention to bid on June 25, when €4.10 represented a premium of about 2% to OCI's closing price of €4.02 on Euronext Amsterdam. He confirmed two days later that the price was final and said he would sell his own stake if a third party arrived with a better offer for all shareholders.
OCI shareholders meet at the end of October to discuss it.
Sawiris is the wealthiest person in Egypt and sixth in Africa, worth $9.6 billion according to Forbes. He built the fortune through OCI, which was carved out of the family construction business and became one of the largest nitrogen fertiliser and industrial chemicals producers in the world. He also holds one of the larger stakes in Adidas and co-owns the English football club Aston Villa with the American investor Wes Edens.
NNS and Sawiris have been OCI's major shareholders since it was formed.
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