OCI Global, Orascom Construction Enter Agreement On Combination

OCI Global and Orascom Construction agreed to combine to create a scalable Abu Dhabi‑anchored infrastructure and investment platform, with OCI shareholders to receive 0.4634 Orascom shares per OCI share and holding about 47% of Orascom post‑transaction; the OCI board has approved the deal (subject to shareholder approval) and will convene an extraordinary general meeting in January 2026, while Orascom’s board has unanimously recommended the combination. In a separate Q3 trading update OCI said continuing operations (European Nitrogen and Corporate) remained profitable with European Nitrogen improving sequentially despite a 24% year‑on‑year decline in own‑produced sales volumes, and the company expects a significant improvement in results in the second half of 2025.

Analysis

OCI Global and Orascom Construction have agreed a combination to create a scalable Abu Dhabi-anchored infrastructure and investment platform whereby OCI shareholders will receive 0.4634 Orascom Construction shares per OCI share and collectively hold approximately 47% of Orascom post-transaction. OCI's board has approved the deal subject to shareholder approval and will convene an Extraordinary General Meeting in January 2026, while Orascom's board has unanimously recommended the combination.

In a separate Q3 trading update OCI reported that continuing operations (European Nitrogen and Corporate Entities) maintained profitability on an adjusted EBITDA basis, with European Nitrogen improving sequentially despite a 24% year-on-year decline in own-produced sales volumes. The company explicitly expects a significant improvement in second-half 2025 results versus the first half, signalling management confidence in a recovery trajectory.

The transaction materially alters ownership and strategic positioning pending shareholder approval, and the 24% volume decline is a clear near-term operational headwind that could pressure cash flow absent the anticipated recovery. Market signals are moderately positive, but execution risk around the vote, integration and the timing of the expected H2 2025 improvement are the principal risks to monitor.

Key Decisions for Investors

• Monitor the Extraordinary General Meeting in January 2026 and avoid material reallocation until shareholder approval and any regulatory clearances are confirmed, since the deal will issue 0.4634 Orascom shares per OCI share and leave OCI shareholders with ~47% ownership of Orascom
• Given Q3 profitability but a 24% YoY drop in European Nitrogen own-produced volumes, consider selective accumulation only after confirmation of volume recovery and sustained adjusted EBITDA improvement toward the company's H2 2025 guidance
• Maintain conservative position sizing or hedges and actively track near-term operational metrics (own-produced sales volumes, adjusted EBITDA) and integration updates because volume weakness represents downside risk before the expected recovery