OCI Global N.V. has endorsed a €4.1 ($4.7)-per-share all-cash offer from NNS Holding (Cyprus) Limited, a Cyprus-domiciled privately owned arm of NNS Group founded by Nassef Sawiris. This comes as the Dutch-listed fertilizer producer evaluates strategic options alongside its proposed combination with Orascom Construction. At the same time, a key shareholder, Oceanwood Capital Management, steps back from ongoing court proceedings, potentially altering the balance of influence.

The offer, announced in late June 2026, values all outstanding OCI shares at €4.1 ($4.66) each, including dividends. The company’s board, excluding major shareholders Nassef Sawiris and Nadia Sawiris, said it supports the proposal after assessing alternatives, including a full wind-down of the business.

Board backs cash exit amid limited alternatives
The recommendation follows a strategic review launched in 2023, during which OCI said it found no compelling alternatives beyond either combining with Orascom or winding down operations. An independent assessment by advisory firm Alvarez & Marsal estimated that a solvent wind-down could yield between €3.21 ($3.65) and €3.73 ($4.24) per share before taxes, lower than the current offer.

After accounting for Dutch dividend withholding tax of 15%, the net proceeds from a wind-down could fall further to between €2.73 ($3.1) and €3.17 ($3.61) per share, reinforcing the board’s preference for the cash bid. OCI added that proceeds from the NNS offer would not be subject to the same tax, making it financially more attractive for shareholders.

Fairness opinion supports valuation
The board also received a fairness opinion from Rothschild & Co, which concluded that the €4.1 ($4.66)-per-share offer is fair from a financial standpoint. The offer represents a premium of about 9% to OCI’s closing share price of €3.76 ($4.28) on June 24 and roughly 11% above its 30-day volume-weighted average of €3.71 ($4.22).

NNS has stated the €4.1 ($4.66) price is final and confirmed it has sufficient cash to complete the transaction. The offer is not subject to a minimum acceptance threshold but depends on standard regulatory and market conditions.

Orascom deal still in play
Despite backing the cash offer, OCI’s board continues to recommend its proposed combination with Orascom Construction, which it values at approximately €6.08 ($6.92) per share before tax, based on recent market prices.

The company said shareholders may ultimately choose between tendering their shares into the cash offer or participating in the share-based Orascom transaction, depending on their investment preferences. NNS has indicated support for a dual-track outcome in which both the offer and the Orascom deal proceed, potentially providing liquidity options for investors.

Oceanwood withdraws VEB mandate
In a separate development, OCI said Oceanwood Capital Management has withdrawn its power of attorney previously granted to the Dutch investors’ association VEB in ongoing Enterprise Chamber proceedings. Oceanwood, which held roughly 4.9 million OCI shares as of June 22, had represented the majority of the applicant group in the case. The withdrawal could reshape the dynamics of shareholder opposition tied to the Orascom transaction.

Court-appointed directors take neutral stance
Independent court-appointed directors overseeing the process said they support the offer as a meaningful option for shareholders but stopped short of recommending it outright.

While their financial advisor, AXECO Corporate Finance, deemed the €4.1 ($4.66) offer fair, the directors said the price is “not sufficiently convincing” to encourage shareholders to tender their shares actively.

Still, they endorsed the broader structure, noting that combining the cash offer with the Orascom transaction better balances the interests of minority shareholders.

They also approved plans to convene an extraordinary general meeting to vote on the Orascom deal, conditional on the NNS offer being completed. OCI plans to publish a formal position statement ahead of the offer’s closing, while shareholders will vote on the Orascom transaction before the tender period ends.

The agreement with Orascom is valid until December 31, 2026, giving investors time to assess both options. With no clear superior alternative and uncertainty surrounding a potential wind-down, OCI’s future now hinges on whether shareholders favor immediate cash returns or longer-term value through the Orascom combination.