OMV (OMV) Business Combination summary

Deal rationale and strategic fit

• OMV and ADNOC will combine Borealis and Borouge, and acquire Nova Chemicals, forming Borouge Group International, the world's fourth largest polyolefins company with joint control and equal shareholdings.

• The move accelerates OMV's Strategy 2030 and ADNOC's global chemicals ambitions, expanding the chemicals portfolio and supporting net zero by 2050.

• The new entity will have a global footprint, with 70% of production in cost-advantaged regions and access to high-growth markets in the Americas, Europe, Middle East, and Asia.

• The combination leverages complementary strengths and innovation capabilities, creating a leader in polyolefins and advanced packaging solutions.

• The new entity will be headquartered in Austria, listed in Abu Dhabi, with plans for a dual listing in Vienna.

Financial terms and conditions

• OMV and ADNOC will each hold 46.9% (or 46.94%) of Borouge Group International after OMV injects EUR 1.6 billion in cash to equalize ownership.

• Borouge Group International will acquire Nova Chemicals for $13.4 billion, funded through acquisition debt to be refinanced in capital markets.

• A cash capital increase of up to $4 billion is planned in 2026 to strengthen the credit rating and increase free float.

• Borouge 4 will be recontributed at a cost of $7.5 billion by end of 2026, with OMV and ADNOC holding 30% and 70% respectively.

• Borouge Group International targets an investment grade credit rating and net leverage up to 2.5x EBITDA.

Synergies and expected cost savings

• Annual EBITDA synergies of $500 million are targeted by 2030, with 75% expected within three years post-completion.

• Synergies will be driven by procurement, cost optimization, cross-selling, asset optimization, and operational efficiencies.

• One-time implementation costs are estimated at $150 million.