NNS Holding, the investment vehicle of the Sawiris family, said on 24 June that it intended to make a voluntary cash offer of €4.10 per share for all shares in OCI, which is listed on Euronext Amsterdam.
Why NNS Holding (Cyprus) Limited is buying OCI N.V.
NNS described the offer as a way out of the impasse surrounding OCI's planned transaction with Orascom Construction PLC. OCI said some shareholders had expressed a preference for a cash exit, and its board had compared NNS's proposals with alternatives including a solvent wind-down.
Deal terms and financing
The offer is all-cash at €4.10 per share cum dividend and has no minimum acceptance level. Sawiris family members holding about 9.07% have agreed not to tender. NNS first proposed a cash offer on 11 May. If the Orascom combination cannot proceed, NNS may pursue other restructuring steps and, at 95% ownership, a statutory squeeze-out.
Regulatory approvals and timing
The AFM approved the offer memorandum and the offer period opened on 15 September, with a tender closing date of 17 November 2026. Conditions include competition clearances. The court-appointed directors, neutral on price, consented to an EGM on the Orascom deal once the offer is declared unconditional and settled.
Market context
OCI announced its combination with Abu Dhabi-domiciled Orascom Construction, known as Rembrandt II, on 9 December 2025, but the Enterprise Chamber suspended it on 19 January 2026 and appointed directors to OCI's board.
