OCI Global backs $992 million Nassef Sawiris’ NNS bid to go private

OCI Global N.V., the nitrogen and methanol producer, is set to go private after its board backed a $992 million all-cash offer from Nassef Sawiris’ NNS Holding, a Cyprus-domiciled privately owned arm of NNS Group, marking a pivotal step in the fertilizer producer’s strategic repositioning.

The €4.1 ($4.66)-per-share bid values the Dutch-listed company at about €866.6 million ($992 million) and comes as OCI weighs a parallel merger with Orascom Construction. With Nassef Sawiris already controlling a combined 58.28% stake, the offer targets the remaining minority shareholders while providing an immediate cash exit option.

Board backs privatization amid limited alternatives

OCI’s board, excluding Nassef Sawiris and Nadia Sawiris, endorsed the offer following a multi-year strategic review that found limited viable alternatives beyond a merger with Orascom Construction or a full wind-down of the business.

An independent assessment by Alvarez & Marsal estimated that a solvent wind-down could yield between €3.21 ($3.67) and €3.73 ($4.26) per share before taxes. After applying a 15% Dutch dividend withholding tax, net proceeds would fall significantly below the NNS offer, strengthening the case for privatization.

Offer deemed fair as premium emerges

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

NNS, a Cyprus-domiciled privately owned arm of NNS Group founded by Nassef Sawiris, described the offer as final and confirmed it has sufficient cash to complete the transaction. The deal is not subject to a minimum acceptance threshold but remains conditional on regulatory and market approvals.

Orascom merger remains strategic alternative

Despite backing the cash offer, OCI continues to recommend its proposed combination with Orascom Construction, which it values at approximately €6.08 ($6.95)per share before tax based on recent market prices.

The merger, first announced in September 2025, aims to create an Abu Dhabi-based infrastructure group. However, progress stalled after a Dutch court ruling in January raised governance concerns and led to the appointment of independent directors with veto powers.

In response, Nassef Sawiris stepped down as OCI’s executive chair, while his investment vehicle increased its stake in Orascom Construction to 43.39% in April.

Dual-track outcome gives shareholders choice

OCI said shareholders will ultimately have the option of tendering into the cash offer or remaining invested through the Orascom transaction, with NNS supporting a dual-track structure that allows both paths to proceed.

Court-appointed independent directors acknowledged the offer as a meaningful option but stopped short of recommending it, stating the price was not sufficiently compelling to actively encourage shareholder participation.

With no superior alternative emerging and uncertainty surrounding a potential wind-down, OCI’s future now hinges on whether investors prioritize immediate liquidity or long-term value through the Orascom combination.