A group of three long-term shareholders in OCI Global N.V. has warned that prolonged legal proceedings could erode shareholder value as investors await a decision on the proposed combination between the Dutch chemicals group and Orascom Construction PLC.

The shareholders, who collectively hold approximately 8.5 million Orascom Construction Industries shares representing about 4% of the company’s issued share capital, said continued proceedings before Amsterdam’s Enterprise Chamber risk delaying two transactions that they argue offer shareholders materially greater value than a prolonged wind-down of the company.

In an open letter dated September 16, 2026, the group said it supports the proposed exchange of 0.4634 Orascom Construction shares for each Orascom Construction Industries share and calculated an implied value of approximately €5.69 ($6.53) per OCI share, net of Dutch dividend withholding tax, based on Orascom Construction’s ADX price of AED61.7 ($16.8).

Orascom deal offers higher implied value

The shareholders’ calculation puts the proposed Orascom Construction combination approximately 53% above OCI’s officially disclosed 30-day volume-weighted average price of €3.71 ($4.25). It also places the implied value of the share exchange approximately €1.59 ($1.82) above NNS Holding’s €4.1 ($4.7)-per-share cash offer.

NNS Holding formally launched the cash offer on September 14, while Orascom Construction Industries published its Position Statement on September 15 and confirmed that its independent directors unanimously recommend the offer.

The shareholders argue that investors therefore have two board-endorsed routes to realise value: accepting the €4.1 ($4.7) cash offer or participating in the proposed combination with Orascom Construction at the higher implied value.

Legal proceedings put value gap under pressure

The group’s principal concern is the continuing enquiry proceedings before the Amsterdam Enterprise Chamber.

According to the shareholders, the €1.59 ($1.82)-per-share difference between the NNS offer and the implied Orascom Construction value could be placed at risk if legal proceedings delay the proposed combination and leave shareholders with fewer options.

They also pointed to Orascom Construction Industries’ disclosed independent analysis by Alvarez & Marsal, which estimated the company’s value under a solvent wind-down at between €3.21 ($3.68) and €3.73 ($4.28) per share before Dutch dividend withholding tax, or approximately €2.73 ($3.13) to €3.17 ($3.63) after tax.

The shareholders noted that the wind-down process is not expected to conclude until 2031–2032, potentially leaving investors waiting several years for an outcome that they argue would provide less value.

Value8 petition adds to uncertainty

The shareholders also criticised a further petition filed by Value8 N.V. with the Enterprise Chamber seeking an investigation into OCI’s affairs and interim measures that could prevent the proposed combination from being put to a shareholder vote.

They argued that Orascom Construction Industries has indicated that the latest petition largely restates matters already before the Enterprise Chamber and questioned whether another round of proceedings would improve the options available to shareholders.

The group urged the Vereniging van Effectenbezitters, or VEB, which represents Dutch retail investors, to engage constructively with the proposed transactions rather than support further delays.

OCI shareholders prepare to vote

Orascom Construction Industries has convened an extraordinary general meeting for October 30, 2026, when shareholders will consider the proposed strategic combination with Orascom Construction and the OCIN Sale.

Nassef Sawiris holds a 57.5% stake equivalent to over 121.5 million ordinary shares as at 19 August 2026, and other members of the Sawiris family hold a further 9.07% stake equivalent to 19,167,618 shares under irrevocable non-tender undertakings referenced in NNS’s Offer Memorandum of 14 September 2026.

The dispute now places shareholder value at the centre of the battle over Orascom Construction Industries’ future, with investors set to consider the competing proposals at the October meeting while legal proceedings continue in Amsterdam.