EGX and ADX-listed Orascom Construction’s board signed off on its planned merger with Dutch-listed fertilizer company OCI Global, approving an agreement that will see the two Nassef Sawiris-backed firms combine into a single Abu Dhabi-based infrastructure and investment platform, according to a press release (pdf). The transaction will be implemented via a demerger of OCI’s assets into a new vehicle that Orascom will acquire in exchange for new shares, after which OCI will be liquidated and delisted from Euronext Amsterdam.

What’s next: Both Orascom and OCI plan to hold extraordinary general meetings in January 2026 to vote on the combination, with distribution of the new Orascom shares to OCI investors expected in 1Q 2026, subject to shareholder and regulatory approvals. The company said it will publish EGM materials in due course and has scheduled an investor call for 17 December.

Transaction mechanics: OCI shareholders will swap their stock for roughly 97.8 mn Orascom Construction shares at an exchange ratio of 0.46 Orascom share for each OCI share, based on equity values of USD 1.52 bn for Orascom and USD 1.35 bn for OCI. The board formally approved issuing 97.2 mn new Orascom shares at a USD 12.79 premium, with the remaining 561.8k shares coming from OCI’s existing stake in the company, according to a bourse disclosure (pdf). The issuance will lift Orascom Construction’s paid-up capital to USD 207.4 mn from USD 110.2 mn.

The new ownership structure after the merger: Orascom shareholders will own 53% of the combined group, while OCI shareholders will own the remaining 47%. The merged entity, to be renamed Orascom and organized around three pillars — Orascom Infrastructure, Orascom Construction, and Orascom Capital — will remain EGX and ADX-listed and incorporated in ADGM, with Nassef Sawiris serving as its non-executive chair.

A ramped-up investment capacity: The group will sit on a balance sheet able to deploy “more than a bn USD” of equity into infrastructure and concessions, building on Orascom’s c. USD 13 bn backlog and OCI’s recent multi-bn-USD asset disposals in fertilizers, methanol, and blue ammonia. Sawiris previously outlined plans to deploy up to USD 50 bn into US infrastructure over the next decade — with data centers among the priorities — and the new platform is expected to invest both its own capital and partner funds through equity and credit.

What the pundits are saying: If shareholders approve the merger, the combined group would start with a liquidity position that could surpass USD 1.5 bn, giving it substantial room to scale its infrastructure strategy, according to a CI Capital note seen by EnterpriseAM. CI Capital sees a path in which Orascom channels liquidity and future FCFF into minority stakes, supported by at least a 3:1 debt-to-equity ratio funding. This would allow it to expand its concessions portfolio beyond the USD 15-20 mn in recurring income management targets by 2027.

ADVISORS- Our friends at EFG Hermes, alongside White & Case, FAB, and KPMG are advising Orascom, while OCI tapped De Brauw, Rothschild & Co, A&O Shearman, Rabobank, ABN Amro, and Deloitte. BDO UAE was appointed as independent valuer.

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