Nassef Sawiris’ NNS moves to take OCI Global private to push a merger with Orascom

The country’s richest man has set a price on ending the standoff over OCI Global’s future — and called it his last word. NNS Holding — the Cyprus-incorporated arm of Nassef Sawiris’ private family office — intends to launch a voluntary allcash public offer of EUR 4.10 per share for all of OCI Global’s issued and outstanding shares, according to a filing to Euronext Amsterdam, where OCI is listed. NNS says the offer is designed to break the deadlock over the company’s proposed merger with Orascom Construction.

Take it or leave it: In a follow-up filing two days later, NNS confirmed EUR 4.10 is its final offer and signaled it would sell its own OCI stake if a third party came in with a bid that delivered more value to all shareholders.

The price tag: At EUR 4.10 a share, the allcash offer represents a nearly 2% premium to OCI’s Friday close of EUR 4.02 and values the company at roughly EUR 866.6 mn, by our math.

Who owns what: As of mid-April, Nassef Sawiris holds 49.21% of OCI Global, with an additional 9.07% held by the larger Sawiris family, giving them a combined stake of 58.28%. In practice, this means NNS is bidding for the roughly 41.72% it doesn’t own, including stakes held by Morgan Stanley (5.21%), Verition Fund Management (3.13%), Millennium International Management (3.09%), and other shareholders (17.24%), with the remainder in freefloat.

Conditional blessing: OCI’s board — excluding Nassef and Nadia Sawiris, who sat out all deliberations — backs the offer, but said its support is conditional on the bid being combined with the Orascom Construction transaction. The board concluded minority shareholders must keep the option to participate in the infrastructure-platform merger rather than be cashed out. The court-appointed independent board members, who have effectively held up the merger since January, have not yet said whether they support the offer.

REFRESHER- ADX- and EGX-listed Orascom Construction and OCI have been teeing up a merger since September 2025 to forge an Abu Dhabi-based infrastructure giant. The transaction was board-approved in December 2025 but frozen in January after a Dutch court backed minority shareholders citing conflicts of interest, installing two veto-wielding independent directors to keep retail investors from being stranded. Shortly after, Sawiris stepped down as OCI’s executive chair in a move widely read as an attempt to address the court’s concerns about his board influence. In April, his separate vehicle NNS City acquired an additional 1.03% of Orascom Construction, lifting his stake there to 43.39%.

What’s next: NNS expects to file its draft offer memorandum with the Dutch financial markets watchdog next week, with the formal offer to follow shortly after approval.