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Nassef Sawiris wants to merge OCI Global, the fertiliser company he controls, with Orascom Construction, his family's building business, and run the combined company from Abu Dhabi.
To get there, he is offering to buy out every OCI shareholder who does not want to come along. His family office, NNS Holding, opened a cash offer last week at €4.10 a share.
The offer is needed because a Dutch court stopped the merger in January. OCI is listed in Amsterdam, and the Enterprise Chamber, the court that handles disputes over how Dutch companies are run, ruled that Sawiris had a conflict of interest because he controls both companies. It froze the vote of OCI's shareholders and put two independent directors on the board with the power to block the deal.
Orascom's shareholders had already said yes. Under the terms they approved in January, OCI investors would receive 0.4634 Orascom shares for every OCI share they own.
The cash offer gives OCI's minority shareholders a way out. Investors who do not want Orascom shares can take €4.10 each instead.
Sawiris already controls most of the company. NNS bought OCI stock on the market through July and August, paying less than €4.10, and lifted its stake to 57.5%, including his personal holding, from 49.2% in April. Other family members own another 9.07% and have agreed not to sell. That puts about two-thirds of OCI in Sawiris's hands before anyone accepts the offer.
The remaining third is worth about €290 million at the offer price.
OCI shareholders will vote on the merger on Oct. 30, at a meeting organised by the court-appointed directors. The same meeting will vote on selling OCI's nitrogen business.
The cash offer closes on Nov. 17 and is due to be paid around Nov. 27. The merger cannot be completed until that money has gone out, and the deal lapses if it is not done by Dec. 30. NNS can extend the offer once, by up to ten weeks.
One shareholder is still fighting it. Value8, a Dutch investment company, asked the same court this month to block the merger altogether.
OCI began as part of the Sawiris family's construction business and grew into one of the world's largest producers of nitrogen fertiliser before selling most of its operating assets over the past two years.
Sawiris is Egypt's richest person, worth $9.6 billion according to Forbes. He also co-owns the English football club Aston Villa and holds a stake in Adidas.
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