OCI agrees to sell 50% of OCI Nitrogen to AGROFERT

Transaction overview

OCI will sell 50% of Nitrogen Intermediate Holding B.V. (OCI Nitrogen) to AGROFERT for 50% of EUR 110 million (subject to customary net‑debt and transaction adjustments), with completion targeted by H2 2027 and conditional on regulatory approvals and an OCI shareholder extraordinary general meeting.

Structure and governance

On closing AGROFERT will assume operational control and majority board representation; OCI retains a 50% economic interest and customary joint‑venture protection rights.

Put/call option and valuation

Either party may exercise a put/call option on the remaining 50% from two years after close (estimated from H2 2029); the option price is based on a 7x multiple applied to 50% of the two‑year average pro‑forma adjusted EBITDA prior to exit, with customary net‑debt adjustments at closing.

Financials

OCIN reported pro‑forma adjusted EBITDA of EUR 105 million for the last twelve months to April 2026 and an average of EUR 41 million over 2024–2025; Q1 2026 contributed EUR 43 million but is noted as not indicative of run‑rate due to unusual geopolitical‑driven price and cost volatility; OCIN net debt is expected to be approximately EUR 100 million ahead of the first expected put/call date.

Advisers

Morgan Stanley & Co. International plc acted as financial adviser to OCI and A&O Shearman acted as legal adviser.