OCI NV (OCI NA): Downgrade to Hold: NNS offer brings endgame into view

Research evidence excerpt

OCI NV (OCI NA): Downgrade to Hold: NNS offer brings endgame into view

Equities ● Chemicals

25 June 2026

Endgame in view

◆ NNS Holding has submitted an all-cash offer for all outstanding

shares of OCI at a price of EUR4.10

◆ Offer might offer a way out of the current impasse with ORAS merger

blocked and minorities seeking cash alternative

◆ Downgrade to Hold, raise TP to EUR4.10, small possibility of

improved offer, but end now game in view

NNS to launch cash offer at EUR4.10 for OCI: NNS Holding, the family office of Nassef

Sawiris, the Chairman and majority shareholder of OCI, has submitted a cash offer proposal to

the board of OCI for all outstanding shares at EUR4.1 per share cum dividend.

Offer allows a cash exit route for minorities vs ORAS merger

OCI had, on 9 Dec 2025 announced a merger with Orascom Construction (ORAS UH,

AED57.3, N/R) at a ratio of 0.4634 shares of ORAS for each share of OCI (see OCI: merger

ratio sombre news for minorities, 10 Dec 2025). The merger was subsequently blocked by the

Amsterdam Enterprise Chamber after objections from minority shareholders including the Dutch

Investors’ Association on valuation, conflict of interest and lack of a cash exit for minorities.

Dutch retail shareholders were also concerned about being swapped into a stock traded on the

Abu Dhabi stock exchange that most of them did not have easy access to.

The Enterprise Chamber appointed two independent directors to OCI’s board to oversee the

deal and represent minority interests and the independent directors were to have submitted

their report by the end of June 2026.

How the math has changed over the last 6 months

Since the merger was announced in Dec’25 and blocked in Jan’26, the following things have

happened: