Orascom Construction, OCI Global agree on merger to create Abu Dhabi-based platform
Updated 12/9/2025 9:31:00 AM
Arab Finance: Orascom Construction PLC said it has reached an agreement with OCI Global for a proposed combination that will create an Abu Dhabi-anchored infrastructure and investment platform, as per an emailed press release.
The board approved the transaction, which remains subject to shareholder approval, and will call for an extraordinary general meeting (EGM) in January 2026.
The combined entity will bring together Orascom Construction’s execution capabilities, infrastructure expertise, and concessions development background with OCI’s experience in developing business platforms and its transactional track record.
The aim is to build a larger and more diversified growth platform with the capacity to invest in infrastructure projects at a greater scale.
The platform will operate alongside Orascom Construction’s existing engineering procurement and construction work and its concessions portfolio across three continents.
The transaction is expected to support a stronger balance sheet and higher funding capacity, allowing more than a billion dollars of equity to be allocated to future investments.
The entity will maintain flexibility in investment structures, including direct ownership and partnerships, and will pursue opportunities that provide risk-adjusted returns and recurring income.
Within the new group, Orascom Infrastructure will serve as a dedicated vertical focused on infrastructure investments.
Over the past three decades, the two companies have completed $891 billion worth of equity and debt transactions across capital markets, development projects, and M&A.
Commenting on the agreement, Osama Bishai, CEO of Orascom Construction, said, “We have, over decades, continuously evolved to create new opportunities, unlock value and deliver returns for our shareholders. Bringing Orascom Construction and OCI together marks another step in this journey, recreating a powerful platform that has proven its ability to rapidly build large-scale businesses across industries and geographies.” He added that the combination will support the company’s ability to pursue larger opportunities and long-term growth.
The board approved the deal after Hassan Badrawi of OCI Global and Bjorn Schuurmans of NNS Group recused themselves due to conflicts of interest. Orascom Construction will call for an EGM in January 2026.
As part of the evaluation, BDO Chartered Advisors & Accountants–UAE was appointed as an independent valuer to determine fair value ranges for both companies and propose an exchange ratio. The valuation was prepared solely for the board’s assessment.
The combined entity’s board composition and executive leadership will be announced before completion. Nassef Sawiris will serve as Non-Executive Chairman.
Under the agreed structure, OCI will demerge all its assets and liabilities substantially into a newly formed subsidiary, MergeCo, then transfer all MergeCo shares to Orascom Construction in exchange for newly issued Orascom Construction shares.
These shares will be distributed to OCI shareholders, after which OCI will be liquidated and delisted from Euronext Amsterdam. Orascom Construction will remain as the ADGM-incorporated, ADX-and Egyptian Exchange (EGX)-listed entity holding OCI’s business.
The exchange ratio is based on an equity value of $1.52 billion for Orascom Construction and $1.35 billion for OCI, resulting in 0.4634 Orascom Construction shares for each OCI share.
Following completion, Orascom Construction shareholders will own 53% of the combined entity, and OCI shareholders will own 47%.
The consideration for OCI totals 97,763,162 newly issued shares.
The transaction remains subject to shareholder approval at the EGMs of both companies and completion of the demerger steps.
Orascom Construction will publish the meeting invitation, agenda, and shareholder circular ahead of the January 2026 EGM.
If both EGMs approve the deal, the remaining steps will follow in the subsequent weeks, with the distribution of Orascom Construction shares to OCI shareholders expected in the first half of the first quarter of 2026.
Advisors to Orascom Construction include White & Case as legal counsel, EFG Hermes and First Abu Dhabi Bank as financial advisors, and KPMG for financial and tax due diligence. BDO served as the independent valuer.
OCI’s board received legal advice from De Brauw Blackstone Westbroek N.V., with Rothschild & Co as financial advisor and provider of the fairness opinion.
A&O Shearman, Rabobank, ABN AMRO, and Deloitte advised OCI on legal, financial, and settlement matters.
Orascom Construction will hold a conference call for investors and analysts on December 17th, with details available on its website.
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