Orascom Construction shareholders gave its board the green light to proceed with the acquisition of OCI Global’s construction business, the ADX and EGX-listed company disclosed following a general assembly meeting on Thursday (pdf). The only snag? The seller is currently barred by a Dutch court from signing on the dotted line.

Orascom Construction and OCI Global want to merge, creating what they’re billing as a “global infrastructure and investment platform.” The merged entity would have a USD 14 bn backlog and decades of experience managing projects across Egypt, the GCC, the United States, Europe, and emerging markets. The transaction would see Netherlands-listed OCI Global shareholders swap into Orascom Construction, after which OCI would be liquidated and delisted from the Euronext Amsterdam.

A show of readiness: Orascom Construction’s general assembly convened just three days after a Dutch court blocked OCI Global from voting on the merger on its own side. Here’s shareholders agreed on:

  • 98.01% of voting shares approved the potential transaction;
  • Shareholders authorized a capital increase to USD 207.4 mn, nearly doubling paid-in capital, to facilitate the share swap;
  • The board received approval to issue 0.4634 new Orascom Construction shares for every OCI share and to seek approval to list them on the ADX;

What it means: By pushing ahead with the vote, Orascom Construction has signaled that the transaction has effectively cleared every hurdle that matters in MENA. The vote came as shareholders of Orascom Construction and OCI Global look to combine the two businesses.

What’s next

The next move now lies entirely with OCI Global — or more precisely, with the two soon-to-be appointed independent directors, who the court ruling has granted the power to oversee and veto any merger.

Egyptian bn’aire Nassef Sawiris, who backs both Orascom Construction and OCI, could also push to either rework the structure to satisfy the Dutch court — potentially through concessions such as a dual-listing or enhanced investor access — or abandon the current framework altogether. Until then, the long-planned merger looks effectively on hold.

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