Sawiris Takes Majority Control of OCI as Buyout Nears End

EGYPT · MARKETS

The Sawiris OCI takeover has crossed its decisive threshold: NNS Holding, the family office of Egypt’s richest man Nassef Sawiris, now controls more than 55 percent of the Amsterdam-listed group, and its board-backed €4.10-a-share offer points toward a delisting.

Sawiris OCI stake: how control changed hands

NNS Holding, the Cyprus-incorporated vehicle of the Sawiris family office, has been buying OCI Global shares in the open market for weeks. A purchase of 403,642 shares on July 10, at an average price of €4.079, carried the stake to 54.94 percent.

Subsequent purchases pushed the position past the majority mark. Together with shares held directly by Nassef Sawiris, the family’s interest now stands at 116,519,700 shares, or 55.13 percent of the company’s capital.

The tactic is textbook. By creeping up the register at prices below the offer, NNS locked in control before the formal bid even opened, leaving arbitrageurs little room to agitate for more.

Majority ownership changes the arithmetic of the whole contest. Whatever minority shareholders decide, control of OCI Global has effectively passed to its founder’s family.

A €4.10 offer with the board’s blessing

NNS intends to launch a voluntary all-cash public offer of €4.10 per share for all of OCI’s issued and outstanding shares. At that price, the offer values the Euronext Amsterdam-listed group at about €866.6 million.

The board removed the last big obstacle on July 1, when it formally recommended the offer to shareholders. What began in late June as an unsolicited approach has become an agreed transaction in barely a fortnight.

Why take OCI private at all

The stated purpose is to break a deadlock. NNS has said the offer is designed to unblock OCI’s proposed merger with Orascom Construction, the family’s engineering group, a combination that had stalled under the listed company’s governance, according to the Cairo business daily EnterpriseAM.

Off the exchange, the two businesses can be combined without minority-shareholder litigation or Dutch listing rules slowing the process. It is the classic logic of the take-private, applied to one of the best-known Egyptian names in global business.

The man behind the move

Nassef Sawiris is the youngest of the three brothers who divided the Orascom empire built by their father Onsi, and by most rankings the wealthiest Egyptian alive. His construction arm became Orascom Construction; his fertilizer ventures grew into OCI.

His money has long worked far beyond Egypt. He holds a significant stake in the German sportswear group Adidas and is co-owner of England’s Aston Villa football club, and his family office operates from Abu Dhabi to Amsterdam.

From fertilizer empire to cash shell

OCI Global was once among the world’s larger nitrogen-fertilizer and methanol producers, with plants spanning the Americas, Europe and North Africa. A sweeping disposal programme sold its Iowa fertilizer plant to Koch Industries, its stake in Gulf producer Fertiglobe to Abu Dhabi’s ADNOC and its methanol arm to Canada’s Methanex.

Those sales returned billions of dollars to shareholders and left the listed company holding cash rather than factories. The share price came to track the payout schedule more than any industrial story.

What remains is a slimmed vehicle whose market value — under €900 million at the offer price — is a fraction of its former scale. That shrinkage is precisely what makes a full buyout affordable for the founding family.

What it means for investors

For minority holders, the choice is now largely made: accept €4.10 in cash with the board’s endorsement, or remain in an illiquid stock controlled outright by NNS. Under Dutch takeover practice, a bidder that reaches 95 percent can move to squeeze out the remainder.

Delisting from Euronext Amsterdam would be the natural final step. One of the exchange’s best-known emerging-market names would quietly leave the public stage after more than a decade.

For observers of African capital, the message runs the other way. An Egyptian family office is writing the cheque to take a European-listed multinational private — a reminder that the continent’s biggest fortunes increasingly act on global markets, not just at home.

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