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Egyptian billionaire Nassef Sawiris has won a legal battle with minority shareholders in OCI Global, after a Dutch court refused their request to investigate how the fertilizer and chemicals company has been run.
The Enterprise Chamber of the Amsterdam Court of Appeal dismissed a petition brought by VEB, the Dutch investors’ association, and certain other shareholders on Wednesday, and declined to order an inquiry into OCI’s policy and conduct of affairs, the company said. The court also ordered VEB and another petitioner to pay the costs of the proceedings, estimated at about €18,000.
The ruling clears an obstacle for Sawiris, OCI’s controlling shareholder, as he tries to buy out the remaining investors. His €4.10-a-share cash offer and an extraordinary shareholders’ meeting set for Oct. 30 will go ahead as planned, OCI said.
A buyout to break a deadlock
The fight centers on Sawiris’s plan to combine OCI with Orascom Construction, the engineering group his family also controls. The deal, announced in December 2025, would create an infrastructure and investment platform anchored in Abu Dhabi.
Minority shareholders objected that the plan gave investors no way to take cash if they did not want shares in Orascom. VEB took the matter to the Enterprise Chamber, which has the power to order investigations into Dutch companies and to appoint directors.
Sawiris responded with a buyout offer. His investment company, NNS Holding, first proposed buying the rest of OCI on May 11 and launched a formal offer in September at €4.10 a share, valuing the company at about €866 million. NNS said the price is final, and that it would sell its own stake if a third party made a better offer for all shareholders.
NNS and Sawiris together own about 57.5% of OCI. Other members of the Sawiris family, who hold about 9.07%, have agreed not to sell into the offer.
OCI’s board recommended the offer, with Sawiris and his relative Nadia Sawiris abstaining. The directors appointed by the court said they supported giving shareholders a cash option but stayed neutral on the price, concluding that the merger and the offer together gave reasonable weight to minority shareholders’ interests.
The combination with Orascom is expected to close in the fourth quarter of 2026, subject to shareholder approval.
Sawiris, one of Africa’s richest people, also co-owns English soccer club Aston Villa and holds a stake in sportswear maker Adidas.
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