OCI Board recommends NNS all-cash offer at EUR 4.10 per share

Corporate Action

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Summary · why it matters

OCI Global's Board of Directors, excluding Nassef Sawiris and Nadia Sawiris, has recommended the voluntary all-cash public offer from NNS Holding at EUR 4.10 per share. The Board based its decision on an analysis of alternatives, including a solvent wind-down assessed by Alvarez & Marsal, which showed illustrative discounted values of EUR 3.21 to EUR 3.73 per share before Dutch dividend withholding tax, well below the offer price. Independent financial advisor Rothschild & Co opined that the offer is fair from a financial point of view, with a base-case valuation of EUR 4.00 to EUR 4.12 per share. The Court-appointed independent directors, while not recommending shareholders tender, have consented to convening an extraordinary general meeting to approve the OCI-Orascom transaction, conditioned on NNS making the offer, declaring it unconditional, and completing settlement. The offer represents a 9% premium to the undisturbed share price of EUR 3.76 on June 24 and is not subject to a minimum acceptance threshold.

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