OCI board backs Sawiris’ buyout, Genel-Capricorn in Egypt, and Raya-Ascom on Ostool

Nassef Sawiris’ EUR 866.6 mn move to consolidate OCI Global anchors this morning's M&A updates, with three other consolidation transactions running alongside it: Genel Energy's USD 360 mn acquisition of Capricorn Energy for its Egyptian foothold, Ascom Geology's closing of a six-year Raya divestment of Ostool Transport, and the Badreldin family's EGP 4.1 bn buyout of Kuwaiti minority stakes in Arkan Plaza.

OCI board backs Sawiris’ buyout

Dutch-listed fertilizer giant OCI Global’s board of directors is advising shareholders to take Sawiris’ money, according to a bourse disclosure. The board — minus Nassef and Nadia Sawiris, who sat out the vote — is recommending investors accept the EUR 4.10 per share allcash buyout from Nassef Sawiris’ family office, NNS Holding. This clears one of the two remaining hurdles to unwinding the company’s long-running ownership saga — a general assembly approval is the second. NNS says the buyout is intended to break the deadlock over OCI’s proposed merger with Orascom Construction, and values the company at roughly EUR 866.6 mn, by our math.

Not everyone is happy with the bid: The court-appointed directors — installed in January after a Dutch court found the board hadn’t given minority shareholders a fair shake — gave the offer a neutral nod and flagged real governance concerns. The directors agreed to let OCI convene an extraordinary general meeting to sign off on the OCI-Orascom merger that the rest of the board had recommended in December 2025.

With some strings attached: The resolution put to shareholders will only take effect once NNS has formally launched its cashoffer, declared it unconditional, and completed settlement. The board still backs the offer and continues to recommend the merger too, saying the two would work best in concert.

What’s next: OCI will call an EGM to approve the Orascom merger once the Dutch financial markets regulator, AFM, clears NNS’s offer memorandum — both will be published together, though no date has been set. The board must then issue its position on the offer at least 10 business days before the tender period closes. The merger agreement expires if the transaction doesn’t close by 31 December 2026.

The numbers stack up: The EUR 4.10 offer looks like the safer wager against a wind-down. The offer represents a 9% premium to OCI’s EUR 3.76 undisturbed close on 24 June and an 11% premium to the 30-day volume-weighted average price of EUR 3.71. Rothschild & Co, the board’s financial advisor, calculated a solvent wind-down would net shareholders between EUR 4.00 and EUR 4.12 a share before tax in its base case — dropping to EUR 3.43-3.53 in a downside scenario — with full liquidation not expected until 2031 or 2032. The board’s sharper argument is tax: money tendered in the offer escapes the 15% Dutch withholding tax that would hit most wind-down distributions, which is why it calls the offer superior to a wind-down even for shareholders who might qualify for a DWT exemption.

Then there’s the number that makes this complicated: Based on Orascom Construction’s ADX closing price on 30 June, the Orascom merger is currently worth about EUR 6.08 a share before tax — EUR 5.16 net of the Dutch withholding tax — 26% above what NNS is offering incash. That gap is exactly why the court-appointed directors said some minority shareholders have told them they would rather take their chances with Orascom stock than cashout now — either way, Sawiris comes out ahead.

SOUND SMART- A solvent wind-down is basically corporate triage in which management chooses to close a business while it’s still financially capable of paying its creditors, instead of throwing good money after bad. This is to preserve as much value as possible for shareholders while freeing up capital to invest elsewhere.

Why just a neutral nod? The two independent directors said the offer price is “not unreasonable” based on their own advisor Axeco’s fairness opinion, but “not sufficiently convincing” for them to actively recommend tendering.

The governance concerns go back to the original Orascom merger structure, which the directors say gave minority shareholders a weak hand from the start:

• The rubber stamp: Sawiris’ controlling stake meant he could effectively approve the merger at an extraordinary general meeting without a single other shareholder’s support;
• No cash exit: The transaction offered no upfront cash alternative, forcing all shareholders into Orascom Construction stock listed outside the European Economic Area;
• Broker gridlock: Some shareholders couldn’t even receive those shares through their existing accounts;
• Tax disparities: The exit was structured so Sawiris himself wouldn’t owe Dutch dividend withholding tax, while a significant share of minority holders would;
• Incomplete valuations: OCI’s own fairness opinion on the merger only tested the exchange ratio, not what shareholders would ultimately walk away with.

Genel Energy takes its first Egyptian foothold

London-listed Genel Energy will acquire Edinburgh-based Capricorn Energy for USD 360 mn in a cash transaction that gives the Kurdistan-focused producer its first foothold in Egypt, according to a statement (pdf). The agreement still needs sign-off from Capricorn shareholders and from two Egyptian bodies — the Egyptian General Petroleum Corporation in order to transfer the concessions and clearance from the Egyptian Competition Authority.

The Egyptian portfolio: Genel is inheriting Capricorn’s Western Desert assets — a 50% non-operated interest across the eight concessions Capricorn merged into a single licence, including the Badr El Din Merged Concession, North East Abu Gharadig, and Alam El Shawish West. BAPETCo operates the fields, and Cheiron is Capricorn’s 50% partner. The portfolio produced roughly 20k boepd in 2025, generating USD 81 mn in net income.

Why it matters: The acquisition brings a new international upstream investor into Egypt as the government works to attract fresh capital to boost oil and gas production. It also validates recent efforts to make Western Desert assets more attractive through concession reforms. Earlier this year, EGPC signed a USD 208 mn agreement with Cheiron and Capricorn to merge eight existing production fields at Badr El Din and drill 44 new wells.

Payment structure: Capricorn shareholders are getting USD 4.74 per share — a 34% premium to the undisturbed share price. Genel will pay USD 3.75 in banknotes, while the remaining USD 0.99 will come as a special dividend funded from Capricorn’s own reserves. The USD 75 mn payout is conditional on the company maintaining sufficient liquidity through the transaction’s expected close in 2H 2026.

A wrap on the Ostool saga

Investment conglomerate Raya Holding wrapped up its EGP 641 mndivestment of a 90% stake in Ostool Transport and Logistics to Ascom Geology & Mining — one of Qalaa Holding’s subsidiaries, according to two separate bourse disclosures (here, pdf and here, pdf). The EGX-listed industrial mining outfit now owns 90% of the logistics firm, which Raya Holding had been trying to exit for some six years now. Ostool was founded in 2010 as a joint venture between Raya and Qalaa — making the buyout somewhat of a homecoming for the logistics player.

The price tag: At EGP 8.22 per share, the transaction represents a 30.5% premium over the EGP 6.3 fair value set by independent financial advisor Fact for the buyer. Raya’s board signed off on the fair value study in mid-May, with the FRA clearing the transaction shortly after. Ascom’s own board had approved its side of the fair value study last month.

Market reax: Raya’s shares closed up 0.3% to EGP 7.7 apiece last Wednesday, with Ascom’s stock inching up 0.2% to EGP 59.2.

Full Badr

The family behind Badreldin Real Estate Development paid EGP 4.1 bn (c. USD 83 mn) to acquire the remaining 40% of Al Badr for Investment, the holding company that owns Sheikh Zayed’s Arkan Plaza, the ArabicPress reports, citing two sources it says are familiar with the matter. The exiting investors are two funds affiliated with Kuwait’s Public Institution for Social Security, which held 20% each. The transaction bumps the Badreldin family’s stake from 60% to 100%.

The rationale: The Kuwaiti exit is part of a wider restructuring of the funds’ Egyptian holdings, one source said.

Why it matters: Arkan Plaza, opened in 2012 across some 125k sqm of West Cairo, houses retail, office, and banking spaces alongside a five-star hotel of up to 180 rooms. As Arkan Palm CEO Amr Badreldin told us last year, the complex draws some 45k visitors a day, translating to roughly 12-13 mn visitors a year. With Arkan Plaza fully secured, the family is currently channeling its focus into its massive “205” development in West Cairo — a sprawling central entertainment and commercial hub set to be 11x larger than Arkan Plaza.