AMSTERDAM, July 1, 2026 /PRNewswire/ -- OCI Global N.V. ("OCI" or the "Company") (Euronext: OCI) announces that the Board of Directors (the "Board") (excluding Nassef Sawiris and Nadia Sawiris) recommends the voluntary all-cash public offer (the "Offer") for all issued and outstanding shares in the share capital of OCI (each a "Share") at an offer price of EUR 4.10 cum dividend per Share made by NNS Holding (Cyprus) Limited ("NNS").
The court-appointed independent non-executive directors (the "Court-appointed Directors") of OCI announce that, having completed their assessment of the transaction between OCI and Orascom in conjunction with the NNS Offer, they have decided to consent to the convocation of an extraordinary general meeting of the Company to approve the OCI-Orascom transaction. The resolution to approve the OCI-Orascom transaction will be subject to the condition that NNS will have made the Offer, will have declared the Offer unconditional and will have completed settlement thereof. The reasons for the decision of the Court-appointed Directors are further explained in paragraph 5 below. Any reference to the Board in the remainder of this announcement, does not include the Court-appointed Directors, unless explicitly indicated otherwise.
1 THE OFFER
After NNS submitted a first proposal for a cash offer on 11 May 2026, the Board (excluding Nassef Sawiris and Nadia Sawiris) and NNS have been in discussions regarding a potential cash offer in connection with the Orascom Combination. The Board has carefully assessed and evaluated NNS' proposals for a voluntary all-cash offer, supported by its independent financial and legal advisers, and have considered it against alternative scenarios including a solvent wind-down.
On 24 June 2026, NNS announced its intention to launch a voluntary all-cash public offer for all issued and outstanding Shares at an offer price of EUR 4.10 cum dividend per share. On 29 June 2026, NNS announced that it has submitted a draft offer memorandum to the AFM in connection with its intention to launch a voluntary all-cash public offer for all Shares at an offer price of EUR 4.10 (cum dividend) per Share. NNS also announced that it has sufficient funds readily available to finance the Offer, and the payment of fees and expenses related to the Offer, through available cash resources.
NNS furthermore announced that the obligation of NNS to declare the Offer unconditional (het bod gestand doen) will be subject to a limited number of customary offer conditions, including (i) any required competition clearances having been obtained; (ii) no AFM notification under section 5:80 Wft preventing investment firms from cooperating with settlement; (iii) no governmental order or measure prohibiting completion of the Offer; and (iv) no permanent suspension or ending of trading in the Shares on Euronext Amsterdam. NNS stated that the Offer is not subject to a minimum acceptance threshold.