OCI Global N.V., the Netherlands-based chemicals and fertilizer group, is facing a legal challenge from Dutch investment company Value8 N.V. as it advances plans to go private following its board’s backing of a $992 million all-cash offer from a Cyprus-domiciled, privately owned arm of Nassef Sawiris’ NNS Group.

OCI Global confirmed that Value8 has filed a petition with the Enterprise Chamber of the Amsterdam Court of Appeal seeking, among other measures, an inquiry into the company’s affairs and an order preventing OCI from putting its proposed combination with Orascom Construction PLC to a shareholder vote or otherwise implementing the transaction while the proceedings are ongoing.

If granted, the requested interim measures could delay or prevent completion of the proposed Orascom Construction combination and certain related transactions.

Value8 seeks to halt proposed transaction

The petition seeks interim measures that would restrict OCI Global from proceeding with the proposed combination until the Enterprise Chamber considers the matter further.

Value8 is also seeking an inquiry into OCI Global’s affairs, adding another layer of scrutiny to the transaction as OCI moves toward the next stages of its previously announced strategy.

OCI said it is reviewing the petition with its legal advisers and considers the application to be without merit. The company also noted that the petition largely repeats allegations and arguments that Value8 has previously raised in ongoing proceedings before the Enterprise Chamber.

OCI maintains focus on transaction

Despite the latest legal filing, OCI said the petition does not change its focus on executing its announced strategy and pursuing the transactions previously communicated to shareholders.

The company intends to respond to the petition through the appropriate legal channels and in accordance with applicable court procedures.

OCI’s position leaves the proposed combination with Orascom Construction moving forward unless the court grants the interim measures sought by Value8.

Court proceedings create uncertainty

The Amsterdam court proceedings introduce a potential timing risk for the proposed transaction, with the outcome of the request for interim measures likely to determine whether OCI can proceed with shareholder approval and implementation as planned.

OCI said it will provide further updates where appropriate and in accordance with its disclosure obligations.

For shareholders, the immediate focus will be on the Enterprise Chamber’s consideration of Value8’s petition and whether any restrictions are imposed on OCI’s ability to proceed with the proposed Orascom Construction combination.

The legal challenge adds uncertainty to the transaction but does not, based on OCI’s statement, change the company’s stated intention to execute its strategy and pursue the previously announced deals.