OCI recommends NNS EUR 4.10 all-cash offer; court-appointed directors consent to convene EGM for Orascom vote

Offer and Board recommendation

OCI’s board of directors (excluding Nassef Sawiris and Nadia Sawiris) recommends the voluntary all-cash public offer from NNS Holding (Cyprus) Limited at EUR 4.10 cum dividend per share. NNS announced intentions on 24 and 29 June 2026 and said it has funds available to finance the Offer. The Offer is subject to customary limited conditions, including required competition clearances and no permanent suspension of trading; it is not subject to a minimum acceptance threshold.

Court-appointed directors and EGM

The court-appointed independent non-executive directors have completed their assessment and consented to convene an extraordinary general meeting to vote on the OCI–Orascom transaction, provided NNS has made the Offer, declared it unconditional and completed settlement. OCI will hold the EGM prior to the Offer acceptance-period closing and will publish a position statement at least ten business days before closing.

Wind-down and valuation comparisons

Alvarez & Marsal modelled two solvent wind‑down cases (Accelerated Exit and Run‑off) and estimated distributable values of €3.21–€3.73 per share before 15% Dutch dividend withholding tax (net €2.73–€3.17). Rothschild & Co’s wind‑down NPV analysis produced a Base Case of €4.00–€4.12 before DWT and a Downside Case of €3.43–€3.53 before DWT; Rothschild concluded €4.10 is fair as of 30 June 2026.

Status of the Orascom Combination and advisers

The Board continues to recommend the Orascom Combination; based on Orascom’s ADX close on 30 June, the implied value for OCI shareholders is approximately €6.08 per share (€5.16 net of DWT). The Orascom transaction agreement has a long‑stop date of 31 December 2026 and NNS is no longer contractually bound to support it. Advisers include Alvarez & Marsal, N.M. Rothschild & Sons, AXECO, De Brauw Blackstone Westbroek, Freshfields and others.