OCI Global, the nitrogen and methanol producer backed by Egyptian billionaire Nassef Sawiris, has agreed to sell a 50% stake in its European nitrogen fertilizer business, OCI Nitrogen, to Czech industrial group AGROFERT in a transaction valuing the unit at €110 million ($128.13 million) before debt adjustments.

The deal marks another step in OCI Global’s ongoing portfolio restructuring, as the Amsterdam-listed company continues to reduce exposure to its nitrogen and ammonia assets while retaining a minority economic interest ahead of a potential full exit in the coming years.

The transaction follows OCI’s completion of a €290 million ($335 million) sale of its ammonia storage and distribution assets to AGROFERT in March 2026, deepening ties between the two companies and consolidating AGROFERT’s position in the European nitrogen market.

Operational control shifts to AGROFERT

Under the agreement, AGROFERT will assume operational control of OCI Nitrogen, including majority board representation, while OCI retains a 50% stake and associated shareholder protections.

The transaction involves the sale of OCI’s equity interest in Nitrogen Intermediate Holding B.V., the parent company of OCI Nitrogen, with proceeds based on half of the €110 million ($128.13 million) enterprise value, subject to customary net debt and transaction adjustments.

Completion is expected in the second half of 2027, pending regulatory approvals and shareholder consent at an extraordinary general meeting.

Structured path toward full exit

The agreement includes a put-call mechanism that could lead to AGROFERT acquiring OCI’s remaining 50% stake. Beginning two years after closing, either party may trigger the option, with valuation linked to a pre-agreed multiple of seven times average pro-forma adjusted EBITDA over the preceding two years, adjusted for net debt and specified one-off items.

The structure provides OCI Global with a staged exit pathway while enabling AGROFERT to progressively integrate one of Europe’s key nitrogen production assets.

Earnings profile and market conditions

OCI disclosed that OCI Nitrogen generated approximately €105 million ($122.26 million) in adjusted EBITDA over the 12 months to April 2026, alongside €43 million ($50.07 million) in EBITDA in the first quarter of 2026, supported by stronger nitrogen pricing conditions.

However, the company cautioned that recent performance reflects volatile energy and fertilizer markets influenced by geopolitical disruptions, and should not be treated as a forward-looking baseline.

On a longer-term average, the business generated roughly €41 million ($47.74 million) in EBITDA across 2024 and 2025, with net debt expected to remain near €100 million ($116.44 million) ahead of the first potential option exercise window.

AGROFERT deepens European fertilizer expansion

For AGROFERT, the transaction strengthens its position in Europe’s nitrogen fertilizer market, following a series of strategic acquisitions across the agricultural and industrial chemicals value chain.

The deal builds on its earlier acquisition of OCI’s ammonia storage and distribution assets, including infrastructure supporting ammonia logistics across Europe, reinforcing its vertically integrated supply chain strategy.

Portfolio simplification at OCI Global

For OCI Global, the transaction reflects a broader strategy of simplifying its business structure and monetizing non-core assets following multiple divestments across its nitrogen and ammonia portfolio.

The company has appointed Morgan Stanley as financial adviser, with A&O Shearman acting as legal adviser on the transaction. Subject to approvals, the initial stake sale is expected to close in 2027, while the remaining stake could be subject to a follow-on transaction from 2029 under the agreed option structure.

As the restructuring advances, attention will remain on OCI Nitrogen’s earnings trajectory, which is likely to play a key role in determining the valuation of any eventual full exit.