Dutch court halts OCI–Orascom Construction merger vote over minority shareholder concerns
Updated 1/21/2026 12:38:00 PM
Arab Finance: A Dutch court has suspended the planned merger between Amsterdam-listed chemicals producer OCI and Dubai-listed construction company Orascom Construction PLC, citing concerns over minority shareholder rights in both companies, which are controlled by Egyptian businessman Nassef Sawiris, as per a court ruling.
The Enterprise Chamber of the Amsterdam Court of Appeal ruled that OCI may not proceed with a shareholder vote on the transaction at its extraordinary general meeting scheduled for January 22nd, pending the resolution of concerns related to a potential conflict of interest.
The court said Sawiris’ position as the controlling shareholder in both companies warranted caution, noting preliminary grounds for doubt regarding the integrity of OCI’s policies and decision-making process.
As part of its ruling, the court ordered the appointment of two independent, non-executive directors with voting rights over the proposed deal, with OCI required to cover the costs of their appointment.
Markets reacted positively to the decision.
Separately, Orascom Construction confirmed that its annual general meeting, scheduled for January 22nd, 2026, will proceed as planned.
The company said shareholders will vote on the proposed merger with OCI Global, listed on Euronext under the symbol OCI.
The proposed merger is backed by Sustainable Capital Africa Alpha Fund, the largest shareholder in Orascom Construction after the Sawiris family, holding 17.1% of the company’s issued share capital.
Announced in December, the deal has faced opposition from OCI minority shareholders, who argued that the terms undervalued the company and objected to receiving shares listed on the Abu Dhabi Securities Exchange (ADX) rather than cash, citing differences in regulatory protections for investors.
In a previous statement, OCI said its board would fully cooperate with the independent directors and provide them with all necessary information related to the proposed merger.
The board added that it believes the transaction is in the company’s long-term interests.
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