OCI (OCI) Q3 2025 TU earnings summary

Executive summary

• OCI and Orascom Construction agreed to a strategic combination, creating a new infrastructure and investment platform headquartered and listed in Abu Dhabi, with a secondary listing in Egypt, subject to shareholder and regulatory approvals.

• OCI shareholders will receive 47% of the fully diluted outstanding shares of Orascom Construction via an all-stock transaction with no cash component.

• The combination was unanimously recommended by independent boards, with EGMs scheduled for January 22, 2026.

• Strategic review since March 2023 generated USD 11.6 billion in gross proceeds, supporting USD 7 billion in shareholder distributions over four years.

• Agreement reached to sell ammonia distribution and terminal business to AGROFERT for EUR 290 million, expected to close in H1 2026 pending approvals.

Significant events and developments

• The combination follows a strategic review, including asset sales and $7 billion in tax-efficient shareholder distributions over four years.

• A liquidation scenario was evaluated and found to deliver materially lower value than the proposed combination.

• NNS, a major shareholder in both companies, was recused from the process to ensure independence and avoid conflicts of interest.

• Independent advisors, including Rothschild & Co and De Brauw, were retained for valuation, fairness opinion, and legal counsel.

• Sale of OCI Ammonia Holding to AGROFERT includes key Rotterdam terminal and distribution platform, with continued access for production facilities via throughput agreement.

Outlook and guidance

• The combined entity will target recurring sustainable income and attractive long-term returns, organized across three pillars: Orascom Infrastructure, Orascom Construction (EPC), and Orascom Capital.

• Future cash flows are expected from OCI Nitrogen, the Methanex stake, potential terminal sale proceeds, and clean ammonia receivables, net of project completion costs.

• Significant improvement in second half 2025 results expected compared to the first half, supported by declining European gas prices and a favorable regulatory environment.

• The new board will determine and communicate a future dividend policy at closing.