Nassef Sawiris pushes OCI take-private bid to Dutch regulators to bypass merger deadlock

Nassef Sawiris’ NNS Holding submitted the draft offer memorandum for its take-private of OCI Global to Dutch market regulator AFM, according to a bourse filing yesterday. The AFM’s approval of the memorandum is the final step before a formal offer goes live to OCI’s shareholders.

REMEMBER- This comes days after NNS confirmed the EUR 4.10 per share allcash bid — which values OCI at roughly EUR 866.6 mn — as its final offer. The company will tap its own coffers to fund the transaction, which NNS says is intended to break the deadlock over OCI’s proposed merger with Orascom Construction.

The new terms: No minimum threshold + the Sawiris family block won’t tender. According to the latest filing, the offer is not conditional on a minimum acceptance level, allowing NNS to proceed regardless of how many shares are tendered — provided customary closing conditions are met. Individual members of the Sawiris family have taken themselves out of the offer by signing irrevocable undertakings not to tender their 19.2 mn shares — good for a 9.07% stake — on top of the 49.21% already held by Nassef Sawiris.

ICYMI- OCI’s board backs the offer but only in combination with the proposed merger withOrascom Construction, which would create a single infrastructure giant based and listed in Abu Dhabi. The merger has been frozen since January after a Dutch court sided with minority shareholders and installed two independent directors with veto powers over any merger — who have not yet said whether they support the offer.

Misr Life’s IPO gets go-ahead

Misr Ins. Holding Company (MIHC) approved a 20% float of its subsidiary Misr Life Ins. on the EGX, the company said in a statement following an extraordinary general assembly meeting attended by Investment Minister Mohamed Farid.

The state-owned ins. giant is bringing a solid balance sheet to the bourse. MIHC reported that consolidated net income and retained earnings jumped 32% y-o-y in FY 2025 to EGP 37 bn. Gross written premiums from the ins. subsidiaries grew 12% to EGP 40.4 bn, while total consolidated assets expanded by 13% to reach EGP 247 bn. Misr Life Ins. also retained its AM Best financial strength rating of ‘B++’ and a long-term issuer credit rating of ‘bbb’.

IN CONTEXT- The approval caps a timeline that began when the company was added to the state privatization program in early 2023. The Sovereign Fund of Egypt recently appointed EFG Hermes as the sole global coordinator and bookrunner for the transaction, aligning with Farid’s target to execute the sale between June and July. This also fits into the broader privatization timeline outlined earlier this week by Hashem El Sayed, head of the State-Owned Companies Unit, who confirmed that the first batch of temporarily listed government companies will begin trading in 4Q.

What’s next: We are waiting on the finalization of the fair-value study for Misr Life, El Sayed said almost two weeks ago. The government expects to reveal the interested institutional investors for the private placement tranche in the first half of July.