OCI Global: NNS Holding Plans to Launch a Cash Offer at €4.10 per Share

Terms of NNS's Offer

NNS Holding (Cyprus) Limited has declared its intention to launch a voluntary public offer at a price of €4.10 per share (dividend included), in cash, covering all outstanding shares of OCI Global. The OCI board, excluding its members appointed by the Enterprise Court and the two shareholders Nassef and Nadia Sawiris who are not participating in the deliberations, supports this offer at the announced price provided it preserves the possibility for shareholders to participate in the combination with Orascom. NNS plans to submit the draft offer memorandum to the Dutch Financial Markets Authority (AFM) during the week following the announcement, to be published shortly after approval.

Board's Position and Orascom Transaction Outlook

The OCI board (excluding members appointed by the Enterprise Court) emphasizes that the proposed transaction with Orascom Construction PLC remains a relevant strategic scenario for the company and its shareholders, while recognizing that some shareholders have expressed a preference for a cash exit. The board has assessed that it would be in the interest of minority shareholders that any cash offer preserves the possibility for shareholders to participate in the combination with Orascom. NNS states that its offer aims to resolve the deadlock surrounding the planned merger. The members appointed by the Enterprise Court have not yet decided on their support for the offer or on their agreement to convene an extraordinary general meeting.

Funding and Schedule

NNS asserts that it has sufficient resources to fund the offer. The group, established in 2008 by Nassef Sawiris, remains the largest shareholder of OCI Global. The board commits to providing a comprehensive update including its position on the Orascom transaction as soon as possible.