Egypt’s richest man Nassef Sawiris wins 99.85% vote to merge OCI and Orascom

Egyptian billionaire Nassef Sawiris has won overwhelming shareholder approval to fold OCI Global into Orascom Construction Plc, creating an Abu Dhabi-based infrastructure and investment group that plans to deploy more than $1 billion in new investments.

OCI shareholders backed the deal at an extraordinary general meeting on Oct. 30, with 154.6 million votes in favor and 237,215 against. Excluding abstentions, that was 99.85% of votes cast. The proposal also won 98.32% of free-float shares represented at the meeting, excluding shares held by the Sawiris family. About 155.7 million OCI shares, or 73.79% of eligible votes, were represented.

Orascom Construction has set a revised timetable that targets completion in December.

A $2.87 billion combination

The deal values OCI at about $1.35 billion and Orascom Construction at about $1.52 billion, for a combined reference equity value of roughly $2.87 billion. The figure was used to set the share exchange ratio. No cash is changing hands between the two companies.

OCI investors will receive 0.4634 Orascom Construction shares for every OCI share. Orascom will issue 97.2 million new shares to OCI, which, combined with the 561,803 Orascom shares OCI already owns, will give OCI investors about 47% of the enlarged company.

Rothschild & Co. provided a fairness opinion on the exchange ratio, and BDO Chartered Advisors & Accountants carried out an independent valuation of Orascom. Sawiris and Nadia Sawiris declared conflicts of interest and stayed out of OCI board talks on the deal, which a committee of independent directors oversaw.

OCI leaves Amsterdam

OCI will move nearly all its assets and liabilities into a new subsidiary, MergeCo, and transfer it to Orascom Construction in exchange for the new shares. Those shares will be handed to OCI investors, and OCI will then be dissolved and liquidated.

OCI’s last trading day on Euronext Amsterdam is expected to be Nov. 26, with delisting taking effect Nov. 27. The liquidation is expected to run into the first half of 2027.

Orascom Construction will survive as the operating company. It stays incorporated in the Abu Dhabi Global Market and listed on the Abu Dhabi Securities Exchange and the Egyptian Exchange. The group will be renamed Orascom and split into three divisions: Orascom Infrastructure, Orascom Construction and Orascom Capital. Sawiris will serve as non-executive chairman.

Orascom’s board is expected to approve the capital increase on Nov. 5. The new shares are due to list in Abu Dhabi and Cairo on Nov. 24, and OCI investors should begin receiving them around Dec. 8. The deal has a long-stop date of Dec. 30.

A cash alternative from Sawiris

OCI shareholders can instead take cash. NNS Holding, Sawiris’s investment company, is offering €4.10 ($4.58) a share. Across OCI’s roughly 211.4 million shares, that implies a maximum equity value of about €866.6 million ($969 million).

Sawiris will not necessarily spend that much. NNS and other Sawiris-linked entities already control a majority of OCI, so the final bill depends on how many outside investors tender. The offer closes Nov. 17.

OCI’s independent directors said the cash offer was financially more attractive than winding the company down without the combination, but did not recommend it over taking Orascom shares.

$1 billion to invest

The combined group says its stronger balance sheet will give it capacity to deploy more than $1 billion of equity into new investments by the end of 2026. The money is not yet committed and is not earmarked for Africa.

The company plans to target infrastructure and other assets that generate recurring income, through direct ownership, partnerships, equity, credit and operations-and-maintenance contracts. Orascom Construction brings engineering, construction and concession businesses across Africa, the Middle East, the United States, Europe and Australia. OCI brings its capital and a record of building and selling fertilizer, ammonia and methanol businesses.

Egypt’s richest man

Sawiris, 64, is the youngest son of Orascom founder Onsi Sawiris. He ran OCI for decades, turning it into one of the world’s biggest nitrogen fertilizer producers, and sold large parts of it at the top of the market. He chairs Adidas AG, where he is the largest individual shareholder with a stake of nearly 6%, and co-owns English Premier League club Aston Villa.

Forbes estimates his net worth at $9.6 billion, making him Egypt’s richest person and Africa’s fifth-wealthiest.

Euro figures were converted at the European Central Bank’s Nov. 3 reference rate.