OCI court-appointed independent non-exec directors continue review of NNS cash offer
- Court-appointed Directors were appointed by the Enterprise Chamber in January 2026 with a special mandate to assess the proposed OCI–Orascom transaction and protect stakeholders, particularly minority shareholders.
- Under the Enterprise Court’s orders they are the only persons authorised to place approval of any transaction with Orascom on the agenda of an Extraordinary General Meeting.
- They welcome NNS’s voluntary all-cash offer as a cash alternative for shareholders and consider its adequacy relevant to resolving the impasse around the proposed transaction.
- They have not concluded their assessment, will not yet authorise convening an EGM, and intend to finalise their assessment by the end of June 2026.
Mandate and independence
The Court-appointed Directors were appointed by the Enterprise Chamber of the Amsterdam Court of Appeal in January 2026 as non-executive directors with a special mandate. That mandate requires them to independently assess the preparation of the proposed transaction between OCI and Orascom and to ensure the OCI Board fulfils its obligations towards all stakeholders, in particular minority shareholders. Pursuant to the Enterprise Court’s orders, the Court-appointed Directors are the only persons authorised to place the approval of any such transaction with Orascom on the agenda of an Extraordinary General Meeting. In carrying out their mandate, the Court-appointed Directors operate fully independently from the OCI’s controlling shareholder.
Assessment of the NNS offer
The Court-appointed Directors confirm they are continuing to consider the voluntary all-cash offer from NNS. They say the offer would provide a cash alternative for shareholders who do not wish to, or cannot, roll over into Orascom following the proposed OCI–Orascom transaction, and that the adequacy of the offer is a relevant consideration in their ongoing assessment of whether the proposed transaction can be presented to shareholders in a manner that properly addresses stakeholder positions.
Next steps
At this point the Court-appointed Directors have not concluded their assessment and are not yet in a position to authorise convocation of an Extraordinary General Meeting to approve the proposed transaction. They will continue to assess the offer and remain committed to working constructively with the Board, aiming to finalise their assessment by the end of June 2026.
Source: OCI