The Cyprus-based family investment firm said its all-cash voluntary offer has no minimum acceptance threshold and is backed by available cash, while 9.07% of OCI shares are tied up in non-tender commitments.
NNS Holding (Cyprus) Limited said it has filed a draft offer memorandum with the AFM (Dutch financial markets regulator) for its planned all-cash voluntary takeover of OCI Global N.V. at 4.10 euros per share, cum dividend. The bidder said it has sufficient immediately available funds from its own cash resources to finance the offer and related fees and expenses, and that it intends to complete the transaction as soon as possible. The offer is subject to a limited set of customary conditions, including required competition clearances, no AFM notice under article 5:80 of the Wft blocking investment firms from cooperating in settlement, no government action prohibiting the deal, and no permanent suspension or termination of OCI's Euronext Amsterdam listing. NNS said the bid carries no minimum acceptance threshold, meaning it will accept all shares validly tendered if the conditions are satisfied or waived. Separately, certain members of the Sawiris family have entered into irrevocable non-tender commitments covering 19,167,618 OCI shares, or about 9.07% of the company's issued share capital. NNS, founded in 2008 by Nassef Sawiris and described as the principal shareholder in OCI, said offer-related documents will be published on its website.