Egyptian b’naire Sawiris moves to break OCI take-private deadlock

Another push for Orascom’s OCI takeover: NNS Holding, the Cyprus-incorporated arm of Egyptian b’naire Nassef Sawiris’ family office — which backs ADX and EGX-listed Orascom Construction — intends to launch a voluntary allcash public offer for all of OCI Global’s issued and outstanding shares, according to a filing to Euronext Amsterdam. NNS says the offer is designed to break the deadlock over OCI’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 is an almost 2% premium to OCI’s Friday close of EUR 4.02, and values the firm at around EUR 866.6 mn.

REFRESHER- Orascom Construction and OCI Global have been trying to merge into what they're billing as "a global infrastructure and investment platform," based out of Abu Dhabi, with a USD 14 bn backlog. Orascom's shareholders gave its board the green light for the deal at the start of the year — but a Dutch court blocked OCI Global from voting on its own side, handing effective veto power to court-appointed independent board members who have sat on the decision ever since.

What’s happening as of now: 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. OCI’s board had previously 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.

The current ownership structure has Sawiris owning 49.21% of OCI Global, with the wider Sawiris family’s total holding coming in at 58.28%, leaving 41.72% in minority shares to bid for.

What’s next? NNS is set to file a draft offer memorandum with the Dutch financial markets watchdog next week, with the formal offer to follow shortly after approval.