OCI Orascom Combination Wins Shareholder Approval

The OCI Orascom combination has won shareholder approval, clearing a step toward the proposed transaction between OCI N.V. and Orascom Construction. OCI shares are expected to be delisted from Euronext Amsterdam on November 27, 2026, although the transaction and its timetable remain subject to further steps and approvals.

Key Takeaways

• OCI shareholders approved all resolutions at the October 30 meeting, including those relating to the combination and the OCI Nitrogen sale.
• NNS’s voluntary cash offer for OCI shares is scheduled to close on November 17 at 17:40 CET.
• Eligible shareholders are expected to begin receiving Orascom Construction shares around December 8, subject to the offer timetable and settlement.

OCI Orascom combination still needs further steps

Each resolution at the extraordinary general meeting also received support from a majority of votes cast by minority shareholders, OCI said. The approval does not mean the combination has been completed.

The demerger is expected to become effective on November 2, subject to execution of the demerger deed. OCI said the Amsterdam District Court confirmed on October 20 that no creditor had filed an objection. Other milestones remain subject to applicable corporate, regulatory, listing and settlement steps.

Cash offer and shareholder distribution

The NNS cash offer provides an alternative for OCI shareholders. In its September results announcement, OCI described the voluntary offer as an all-cash bid of EUR 4.10 per share, subject to its terms and conditions. The offer is scheduled to close on November 17 at 17:40 CET; banks, brokers and other intermediaries may set earlier instruction deadlines.

Separately, eligible shareholders are expected to receive Orascom Construction shares through a distribution if the combination is completed. OCI advised shareholders who want to receive those shares to check with their bank, broker or custodian whether it supports the distribution and on what conditions.

OCI plans to sell a number of Orascom Construction shares to fund Dutch dividend withholding tax on the distribution. If the proceeds are insufficient, the combined company will fund the shortfall; OCI said no additional shares will be withheld from shareholders solely because of that shortfall.

Indicative dates and settlement

Euronext Amsterdam has approved the delisting of OCI shares effective November 27, subject to required regulatory approvals and other developments that could affect the date. OCI expects November 26 to be the final trading day.

The dates below remain indicative. The distribution record date will not be set before settlement of the offer’s post-closing acceptance period. NNS has yet to announce that period, and an extension of the offer timetable could delay subsequent milestones.

The date on which an individual receives Orascom Construction shares may differ significantly from the expected start of crediting, depending on intermediary processes and settlement information. OCI expects its dissolution and liquidation process to begin and be implemented between December 2026 and the first half of 2027, with dissolution not occurring before delisting.

Next milestone

The next timetable update to watch is NNS’s announcement of the post-closing acceptance period and related offer dates.

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