Nassef Sawiris Launches €866 Million All-Cash Offer to Take OCI Private

NNS Holding, the private investment vehicle controlled by Egyptian billionaire Nassef Sawiris, has officially launched an all-cash tender offer to acquire the remaining shares of OCI Global, valuing the outstanding interest at approximately €866 million.

The offer, which opened on September 15, proposes a purchase price of €4.10 per share for all issued and outstanding ordinary shares not already held by the Sawiris-led vehicle. The move represents the culmination of a massive strategic pivot for the Amsterdam-listed company, which has spent the last year liquidating its primary industrial assets to return capital to shareholders.

As the Chairman of OCI, Sawiris has overseen a fundamental transformation of the group from a global leader in nitrogen and methanol production into a streamlined entity with a massive cash position. The tender offer is intended to facilitate the eventual delisting of OCI from the Euronext Amsterdam, effectively taking the business private after more than a decade as a public company.

According to official disclosures, the board of OCI has unanimously recommended the offer to minority shareholders, noting that the transaction provides immediate liquidity at a fair valuation following the company’s significant divestment programme. The offer period is expected to remain open for several weeks, allowing institutional and retail investors to tender their holdings.

Asset Sales Pave Way for Euronext Amsterdam Delisting

The decision to take OCI private follows a whirlwind of multi-billion dollar deals that have fundamentally altered the company’s balance sheet. In late 2023 and throughout 2024, Sawiris led a series of high-stakes negotiations to sell off OCI’s most valuable subsidiaries to global energy and chemical giants.

The most significant of these was the sale of OCI’s 50% plus one share stake in Fertiglobe to the Abu Dhabi National Oil Company (ADNOC) for $3.62 billion. Fertiglobe, the largest seaborne exporter of urea and ammonia globally, was the crown jewel of the OCI portfolio. The completion of this sale earlier this year provided the company with the necessary capital to clear debt and issue substantial dividends.

In addition to the Fertiglobe deal, OCI finalised the sale of its clean methanol business to Methanex Corporation for approximately $2.05 billion. This was followed by the $3.6 billion divestment of the Iowa Fertilizer Company (IFCO) to Koch Ag & Energy Solutions. These transactions collectively generated over $9 billion in gross proceeds, allowing OCI to transition from an operational conglomerate into a cash-rich holding company.

Industry analysts suggest that the take-private offer at €4.10 per share is a logical final step for Sawiris. With the core operating assets sold, the costs and regulatory burdens of maintaining a public listing on Euronext no longer align with the company’s reduced operational footprint. Taking the entity private allows Sawiris to manage the remaining transition and future investments without the scrutiny of quarterly public reporting.

Nassef Sawiris, who remains Egypt’s wealthiest individual with a net worth exceeding $9 billion, has a long history of aggressive value creation through industrial restructuring. Beyond OCI, his investment portfolio through NNS Holding includes significant stakes in German sportswear giant Adidas, the English Premier League club Aston Villa, and the Swiss building materials company Holcim.

The success of the OCI take-private offer will depend on the acceptance level from minority shareholders. In the Netherlands, reaching a 95% ownership threshold typically allows a majority shareholder to initiate a compulsory squeeze-out of the remaining shares. NNS Holding already controls a substantial portion of the company, and with the board’s recommendation, market observers expect the threshold to be met without significant resistance.

The company has stated that the proceeds from its recent asset sales will continue to be distributed to shareholders through capital repayments and dividends. For the remaining investors, the tender offer provides a final exit route as OCI prepares to disappear from the public markets, marking the end of an era for one of Africa’s most successful global industrial exports.

The offer period is currently scheduled to conclude in late October, though NNS Holding retains the right to extend the window if the required acceptance levels are not immediately reached. Upon successful completion, OCI will file for formal delisting, bringing its tenure as a cornerstone of the Euronext Amsterdam to a close.

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