Nassef Sawiris’ OCI shareholders approve Orascom deal

Egyptian billionaire Nassef Sawiris has won shareholder approval to fold OCI Global into Orascom Construction, moving his plan to merge the two companies a step closer to completion and clearing the way for OCI to leave the Euronext Amsterdam stock exchange.

OCI shareholders approved all resolutions related to the combination at an extraordinary general meeting in Amsterdam on Oct. 30. The proposals received 99.85% of the votes cast, excluding abstentions. Holders of 155.7 million shares, or about 73.79% of the voting rights, were represented at the meeting.

Shareholders also approved the sale of OCI Nitrogen, the company’s Dutch fertilizer unit, with 99.84% of the votes cast. Both proposals also won a majority of the votes held by minority shareholders, according to the company.

Sawiris controls both companies. His NNS Group owns more than half of OCI, the fertilizer and chemicals business his family built, after raising its stake this year through a takeover offer of €4.10 a share. NNS also owns about 43% of Orascom Construction, the engineering and construction group listed in Abu Dhabi and Cairo. Sawiris, who is Egypt’s richest person, is expected to become non-executive chairman of the combined company.

How the deal works

Under the agreement, OCI will transfer substantially all of its assets and liabilities to Orascom Construction in exchange for newly issued Orascom shares. OCI will then hand those shares to its eligible shareholders before it is dissolved and liquidated.

OCI shareholders will receive 0.4634 Orascom Construction shares for each OCI share they own. Orascom Construction will issue 97.2 million new shares, which are expected to make up about 47% of the combined company’s share capital.

The enlarged group will combine Orascom’s construction and infrastructure business with OCI’s remaining holdings and cash, giving Sawiris a single platform for his investments in infrastructure and industry.

Timetable

Orascom Construction said on Nov. 1 that it expects the combination to be completed in December, subject to the remaining conditions and regulatory requirements. Its board is due to approve the capital increase and the allotment of the new shares on Nov. 5, and the shares are expected to be issued and listed on the Abu Dhabi Securities Exchange and the Egyptian Exchange on Nov. 24.

OCI’s last day of trading on Euronext Amsterdam is expected to be Nov. 26, and the shares will be delisted the next day. NNS’s tender offer for OCI shares closes on Nov. 17. Eligible shareholders should receive their Orascom Construction shares on or around Dec. 8. OCI’s dissolution and liquidation are expected to run from December into the first half of 2027, and the deadline for completing the combination is Dec. 30, 2026.

Sawiris has spent much of the past two years reshaping OCI. The company sold most of its fertilizer and methanol businesses in a series of deals worth billions of dollars, returned much of the proceeds to shareholders and was left with a small number of remaining assets, including OCI Nitrogen. Sawiris is also one of the largest shareholders in Adidas, where he chairs the supervisory board, and co-owns English football club Aston Villa.