OCI Global: Board Recommends NNS Holding's Offer at €4.10 per Share
The board of directors of OCI Global recommends the voluntary public cash offer launched by NNS Holding at €4.10 per share, while court-appointed independent directors agree to convene an extraordinary general meeting to submit the Orascom merger for shareholder vote.
NNS announced its intention to launch this offer on June 24, 2026, and submitted a draft offer memorandum to the Dutch Financial Markets Authority (AFM) on June 29, 2026. The offer is not subject to a minimum acceptance threshold and includes only a limited number of customary resolutive conditions, such as obtaining required antitrust approvals, no AFM notification preventing cooperation of investment service providers with the settlement, no prohibitive government action, and no suspension or cessation of trading of the shares on Euronext Amsterdam. The board notes that NNS has indicated that €4.10 represents its 'final' offer and has confirmed its willingness to sell its entire stake in OCI to any third party offering a higher value for all shareholders.
Offer Surpasses Alternative Liquidation Scenarios
The board compared the offered price to OCI's recent stock performance: the closing price on June 24 was €3.76 and the 30-day volume-weighted average was €3.71. The offer represents a premium of 9% and 11% over these two benchmarks, respectively. The board also relied on an analysis of alternative scenarios, including an orderly liquidation scenario. According to Alvarez & Marsal, a firm specialized in complex liquidation processes, the distributable present value to shareholders in such a scenario would range between €3.21 per share (accelerated exit scenario) and €3.73 per share (progressive liquidation scenario), before dividend tax. After accounting for a 15% dividend withholding tax, these amounts would reduce to €2.73 and €3.17 respectively. N.M. Rothschild & Sons Limited provided a fairness opinion concluding that the offer is financially fair.
Independent Directors Agree to Submit Orascom Merger
The independent directors appointed by the enforcement chamber of the Amsterdam Court of Appeal consent to convene an extraordinary general meeting to submit the OCI-Orascom merger to the shareholders' vote. This approval remains conditional on NNS having launched the offer, declared it unconditional, and completed the settlement. The directors note that the price of Orascom Construction shares on the Abu Dhabi stock exchange as of June 30 implies an OCI-Orascom combination value of about €6.08 per OCI share (€5.16 net of tax). Although they consider the offered price of €4.10 not unreasonably high from a financial standpoint, the independent directors do not find the price compelling enough to recommend shareholders to participate in the offer. However, they support the offer on the grounds that it provides shareholders with a cash exit option alongside the Orascom combination, allowing them to express a neutral opinion on its adequacy.
