Nassef Sawiris Moves to Take OCI Global Private at EUR 4.10 a Share as the Orascom Deadlock Drags On
Nassef Sawiris has moved to take OCI Global private, offering shareholders a cash exit that could resolve a months-long governance and strategic dispute over one of the most prominent industrial groups founded by an Egyptian business family. OCI Global confirmed on 24 June that it had received a statement from NNS Holding (Cyprus) Limited, the Sawiris family investment vehicle and OCI’s largest shareholder, of its intention to launch a voluntary all-cash public offer for all issued and outstanding shares in the company at 4.10 euros cum dividend per share. NNS frames the move as a way out of the impasse surrounding OCI’s proposed combination with Orascom Construction.
Based on OCI’s disclosed 211,357,989 shares outstanding, the price implies a maximum equity value of about 866.6 million euros if applied across the entire share capital. That figure is best read as an implied headline value rather than the cash NNS would need to fund, because NNS is already OCI’s largest shareholder, so the actual outlay would depend on the stake NNS and related parties already control, the final structure, and how many other holders accept. At this share count, every 0.10 euros of offer price is worth about 21 million euros of equity value, which is why the precise terms will matter to minority investors.
A cash exit versus the Orascom combination
The offer is built around a clear tension. OCI and Orascom Construction announced a binding agreement to combine in December 2025, with the aim of creating a scalable, Abu Dhabi-anchored infrastructure and investment platform to be renamed Orascom and organised around three pillars: Orascom Infrastructure, Orascom Construction and Orascom Capital. Under the agreed terms, OCI shareholders would receive 0.4634 Orascom Construction shares for each OCI share, leaving them with about 47 percent of the enlarged company. The exchange ratio was set against an equity value of about 1.35 billion dollars for OCI and about 1.52 billion dollars for Orascom Construction, with OCI receiving roughly 97.2 million newly issued Orascom shares in consideration for its business, supported by a fairness opinion from Rothschild and Co and an independent valuation by BDO.
That route stalled in January 2026. The Enterprise Chamber of the Amsterdam Court of Appeal, acting on proceedings brought by the Dutch investor association VEB, limited the agenda of OCI’s extraordinary general meeting convened for 22 January and appointed two temporary directors to the company, removing the combination from the vote and leaving OCI in limbo. Some shareholders have since pushed for a clean cash exit instead of the share-based combination, setting up the standoff that the NNS offer is meant to resolve.
Board position and governance safeguards
OCI said NNS first submitted a cash-offer proposal on 11 May, after which the board, excluding Nassef Sawiris and Nadia Sawiris, who recused themselves from all discussions and decisions, held talks with NNS over a possible offer. The board said it assessed the proposal with independent financial and legal advisers and weighed it against alternative scenarios, including a solvent wind-down, an unusually stark benchmark for a listed company that signals how difficult the board considers the current structure to sustain without a clean resolution.
The board’s stance is deliberately hybrid. Excluding the members appointed by the Enterprise Court, it continues to regard the Orascom Construction combination as a compelling strategic outcome, while recognising that some shareholders want cash certainty, so it supports a 4.10 euro cash offer but in combination with the Orascom transaction, allowing holders who prefer to stay invested to participate in the enlarged group, a position it says several large shareholders share. The Enterprise Court appointed members have not yet decided whether to support the offer or to allow a shareholder meeting to approve the Orascom transaction, so the next move is as much procedural and governance-driven as it is commercial.
Offer mechanics and corporate context
The structure is a standard Dutch public takeover, and it is still at an early stage. NNS, part of the privately owned NNS Group that Sawiris founded in 2008 and which invests the family’s capital across public and private equity, credit and real estate, said it has sufficient resources to finance the offer and intends to submit a draft offer document to the Dutch Authority for the Financial Markets in the course of the following week, with publication to follow once the regulator approves it. Until that document is approved and published, this remains an intended voluntary offer rather than a formal, completed offer process. The 4.10 euro price is cum dividend, meaning it includes dividend entitlement unless the final documentation provides otherwise.
The valuation should be read against OCI’s transformation. Over recent years OCI has simplified itself from a diversified fertilizer, methanol and chemicals group into a much smaller investment and holding vehicle through a series of large asset disposals, returning over 7 billion dollars to shareholders since 2022. That shift is why the debate has moved from operating performance to capital allocation, governance and the purpose of the listing: a company with a shrinking operating footprint, large past disposals and a disputed strategic endgame faces a narrow set of choices, namely return cash, combine with another platform, go private, or wind down.
Why it matters
OCI traces its roots to the Orascom industrial complex built by the Sawiris family, one of the best-known business dynasties in Egypt and the wider region, so a move to take the company private and reshape it around the Orascom combination is a significant moment for MENA corporate history even though the listed entity is domiciled in the Netherlands. For regional investors and family groups it is a live case study in several themes at once: the use of private family capital to buy out public minority holders, the tension between a strategic combination and an immediate cash exit, and the role of independent courts and regulators in protecting minority shareholders, with the Dutch court process already showing how minority rights, board oversight and court-appointed directors can reshape the timing and structure of a deal even when a controlling shareholder and the operating companies see clear industrial logic. The episode also fits a broader regional pattern in which founders and large holders weigh taking listed assets private when public-market valuations and governance disputes make the listed structure cumbersome, and its resolution will shape the future of an Orascom-linked group whose construction and infrastructure activities, from power and water to high-speed rail, remain woven into the region’s project economy.
Outlook
The next markers are the decision of the Enterprise Court appointed members, the submission and regulatory approval of the offer document, and whether OCI can combine a cash exit at 4.10 euros per share with the Orascom transaction in a way that satisfies both the shareholders seeking certainty and those who want to stay invested. A clean outcome would pair cash certainty for exiting holders with a route for continuing investors into the proposed Orascom platform, removing a prolonged overhang and clarifying the structure for OCI, Orascom Construction and their shareholders. A continued stalemate would keep the group in transition and raise the relevance of less attractive alternatives, including further asset sales or an orderly wind-down, leaving the 4.10 euro offer as the pivot in a choice between cash exit, strategic continuation and court-supervised resolution.
Sources: OCI Global; Orascom Construction; Reuters.
