OCI backs NNS’s planned EUR 4.10-a-share cash offer

The company said the proposal should be combined with its transaction with Orascom Construction PLC, while Enterprise Court appointed members have yet to decide whether to support the offer.

Summary

OCI Global N.V. said it has received a statement from NNS Holding (Cyprus) Limited confirming plans to launch a voluntary all-cash public offer for all issued and outstanding OCI shares at EUR 4.10 cum dividend per share. The board, excluding Nassef Sawiris and Nadia Sawiris, said it reviewed NNS’s proposals with independent financial and legal advisers and weighed them against alternatives including a solvent wind-down. It said it supports a cash offer at EUR 4.10 per share only in combination with the transaction with Orascom Construction PLC, arguing that minority shareholders should have the option to participate in that combination as well as access a cash exit. Enterprise Court appointed members have not yet decided whether to support the offer or whether they consent to convening an Extraordinary General Meeting to approve the Orascom transaction. OCI said it will provide a further update as soon as possible as it works to resolve the impasse around the proposed deal.

Terms & Concepts
  • voluntary all-cash public offer: A takeover proposal paid entirely in cash to all shareholders.
  • solvent wind-down: Orderly closure of a company while it remains able to pay debts.
  • Enterprise Court appointed members: Board members appointed by a court during a corporate dispute process.