OCI confirms NNS intends EUR 4.10 per‑share voluntary cash offer
- NNS intends a voluntary all‑cash offer of EUR 4.10 cum dividend per share for all issued and outstanding OCI shares.
- OCI’s Board (excluding the Enterprise Court appointed members) supports a cash offer at EUR 4.10 per share in combination with the Orascom Construction PLC transaction.
- NNS will submit the draft Offer Memorandum to the Dutch Authority for the Financial Markets next week and expects publication after AFM approval; it says it has sufficient resources to finance the Offer.
- The Enterprise Court appointed board members have not yet decided whether to support the Offer or consent to convene an Extraordinary General Meeting to approve the Orascom transaction.
Offer announced
NNS Holding (Cyprus) Limited intends to launch a voluntary all‑cash public offer for all issued and outstanding shares in OCI at an offer price of EUR 4.10 cum dividend per share. NNS states the Offer is intended to provide a way out of the impasse surrounding the proposed combination with Orascom Construction PLC.
Board assessment
After NNS submitted a first cash offer proposal on 11 May 2026, OCI’s Board (excluding Nassef Sawiris and Nadia Sawiris, who did not participate in discussions) engaged with NNS and, supported by independent financial and legal advisers, assessed the proposals against alternatives including a solvent wind‑down. The Board, other than the Enterprise Court appointed members, concluded that it is in the best interest of OCI’s minority shareholders that any cash offer include the possibility to participate in the combination with Orascom, and therefore supports a cash offer at EUR 4.10 per share combined with the Orascom transaction. The Enterprise Court appointed members have not yet decided whether they support the Offer or consent to convene an Extraordinary General Meeting to approve the Orascom transaction.
Next steps
NNS will submit the draft Offer Memorandum to the Dutch Authority for the Financial Markets (AFM) in the course of next week and expects to publish the Offer Memorandum shortly after AFM approval. OCI’s Board said it remains committed to unlocking the impasse and will provide a further update, including on the Orascom transaction, as soon as possible.
Background on the Orascom combination
The Orascom Combination was announced on 9 December 2025 and was described in materials prepared for an extraordinary general meeting convened for 22 January 2026; the Orascom Combination was subsequently removed from that meeting’s agenda in compliance with the decision of the Enterprise Chamber. OCI’s previously published Strategic Combination materials have not been updated to reflect developments after their original publication.
Source: OCI