OCI Shareholders Approve OCIN Sale and Merger at an Exchange Ratio of 0.4634 Shares per Share
Key Facts
OCI shareholders approved the resolutions for the combination with Orascom Construction, including the sale of OCIN, in a vote that clears the way for the transaction’s execution steps but does not mean it is complete. According to OCI’s announcement on shareholder approval and the updated indicative timetable, the resolutions covered not only the merger but also the sale of OCIN. The approval follows Orascom Construction shareholders’ approval of the combination resolutions at their general meeting held on January 22, 2026. The transaction aims to transfer OCI’s assets and liabilities to Orascom Construction in exchange for new shares, which will then be distributed to OCI shareholders. The separation, distribution, delisting and liquidation remain distinct steps that must be carried out before the process is complete.
The exchange ratio determines what eligible shareholders will receive: 0.4634 Orascom Construction share for each OCI share, under the agreement announced by the two companies on December 9, 2025. Under the published structure, the assets and liabilities separated by OCI will be transferred to Orascom Construction in exchange for the issuance of shares, which OCI will then distribute to its shareholders. The agreement estimated that OCI shareholders collectively would hold about 47% of the company after completion of the transaction. The exchange ratio was also based on an equity value of approximately $1.35 billion for OCI, compared with approximately $1.52 billion for Orascom Construction. These values reflect the basis the companies announced when setting the ratio, while final ownership depends on completion of the process and distribution of the shares.
The company set November 17 as the date for the NNS offer, ahead of the dates associated with OCI’s delisting and the distribution of shares in the combined company. This sequence gives OCI shareholders a time window before the distribution and delisting steps are carried out, while the published timetable remains indicative and subject to change. The original announcement, issued on December 9, 2025, expected Orascom shares to be distributed to OCI shareholders in the first half of the first quarter of 2026, while noting that details would be announced later. That expectation differs from the updated execution timetable in the approval announcement and should not be treated as a current final distribution date. The date on which the shares are credited is also linked to settlement of the offer and the intermediaries, according to the timetable details in the statement.
The announced transaction structure culminates in OCI’s liquidation and the delisting of its shares from Euronext Amsterdam, after the assets and liabilities are separated and transferred and the new shares are distributed. According to the updated indicative timetable, the listing is expected to be cancelled on November 27, 2026, while December 30, 2026 is the long-stop date for implementing the transaction. The latter date does not mean that all remaining conditions and steps have been completed; completion remains dependent on their fulfillment, and the timetable remains subject to change. The delisting follows the distribution of Orascom Construction shares to shareholders, then OCI’s liquidation under the published transaction structure. Shareholder approval therefore marks one stage in the execution process, with distribution, delisting and liquidation still ahead before the process is complete.