By Nesrine Mamdouh/ Tuesday, 23 September 2024
Orascom Construction (ORAS EY, ORAS DH) | OCI N.V. (OCI NA): OCI Global and Orascom Construction PLC announced that they are pursuing a potential merger (the combination), according to a joint release. The combination would establish a scalable infrastructure and investment platform anchored in Abu Dhabi, with global reach. OCI and Orascom Construction are exploring a structure whereby Orascom Construction would be the acquiring ADGM-incorporated and ADX-primary listed entity. Subject to ongoing negotiations on the structure of the potential Combination, OCI shareholders would receive new Orascom Construction shares at a ratio to be determined after completion of reciprocal due diligence and relative valuation. OCI would then subsequently be liquidated and delisted from Euronext Amsterdam. If a transaction can be agreed and approved by the boards of the two companies, it will be submitted to shareholders of both companies, and for regulatory approvals from the relevant authorities. Specifically, the combination would offer the following benefits: (1) complementary strengths; the combination will bring together Orascom Construction’s world-class execution capabilities, supported by a USD14bn backlog, deep industry expertise in infrastructure, and multi-decade delivery of complex projects and concessions primarily in the US, the GCC, Egypt, Europe and select emerging markets — and OCI’s institutional investment platform, transactional expertise, and proven track record of disciplined capital allocation; (2) strong balance sheet: the combination will unite and enhance the companies’ financial strength, consolidating substantial capital resources and funding capabilities. This strengthened platform will facilitate investment in large-scale infrastructure opportunities through multiple channels, including equity, credit, and operation and maintenance participation, while leveraging Orascom Construction’s established experience in the space. Together, these attributes position the combination to unlock a new phase of growth; (3) infrastructure track record: the combination will provide a globally diversified platform from which to leverage Orascom Construction’s long-standing track record and access to an infrastructure opportunities pipeline spanning multiple industries including digital, aviation, transportation, power, and water, as well as leadership credentials in delivering landmark projects such as U.S. data centers, and other notable industrial and infrastructure investments. (Company release, Bloomberg)
Our comment: Over the past two years OCI N.V. has completed a sequence of transformational disposals. In December 2023, it agreed to sell Iowa Fertilizer Company (IFCo) to Koch Ag & Energy Solutions, LLC for USD3.6bn, a transaction completed in August 2024. In the same month, OCI announced the sale of its controlling 50%+ stake in Fertiglobe plc to Abu Dhabi National Oil Company (ADNOC) for USD3.62bn, which closed in October 2024. In August 2024, OCI signed an agreement to divest its Beaumont Clean Ammonia Project in Texas to Woodside Energy for USD2.35bn, closing in September 2024. Subsequently, in September 2024, OCI announced the divestment of its global methanol business (OCI Methanol Group) to Methanex Corporation, valued at USD1.6bn (USD1.3bn cash plus 9.9 m Methanex shares, representing a 12.9% equity stake), which closed in June 2025. In aggregate, these disposals generated USD 11-12 billion in gross proceeds, of which USD7bn has been distributed to shareholders, while leverage was materially reduced. Strategically, OCI has effectively exited cyclical, asset-heavy fertilizers and chemicals to reposition itself as an investment platform, with credibility in value realization and disciplined capital allocation. What remains in OCI are its European Nitrogen operations in Netherlands, its 12.9% equity stake in Methanex, a portfolio of marketable securities. For Orascom Construction, integrating OCI’s residual assets, cash, and investment culture can be transformational. ORAS’s main challenge has been the cyclicality and thin margins of EPC contracting, despite a USD14bn backlog and strong U.S. presence in data centers and aviation. By absorbing OCI N.V.’s capital base and investment discipline, ORAS gains the funding capacity and credibility to scale into concessions, recurring O&M, and capital-backed infrastructure investments, particularly in the U.S. and GCC. This would shift ORAS’s equity story toward a global infrastructure investment platform anchored in Abu Dhabi, with a potentially more stable earnings profile and scope for re-rating closer to infrastructure peers. The key merger challenges include governance alignment, clarity on capital allocation policies, and discipline in deploying capital into infrastructure projects that deliver recurring, contracted cash flows. If these are managed successfully, the transaction could mark ORAS's transition into a capital-rich, globally credible infrastructure player, leveraging its proven execution capability and OCI’s financial track record. Management has indicated that it aims to finalize the merger swiftly, and we believe completion could come as early as 1Q26.
As a proxy for the potential value of the new entity, we looked at the market capitalizations of the two companies. At current market prices, OCI N.V. is valued at USD1.05bn (EGP50.8bn) and Orascom Construction at USD1.00bn (EGP48.4bn), implying a combined market capitalization of roughly USD2.05bn (EGP99.2bn). This places OCI at 1.05x the value of ORAS. On a fair value basis, we value ORAS at USD1.25bn (EGP62.2bn), while the Bloomberg consensus estimate for OCI is USD1.85bn (EGP89.3bn), implying a combined equity value of about USD3.10bn (EGP151bn) and a relative ratio of 1.48x in OCI’s favor. These figures provide an initial proxy for the scale of the combined entity, although the final swap ratio will be determined following reciprocal due diligence and relative valuation. The gap between market pricing and fundamental valuations underscores the importance of this process in defining how value will ultimately be shared between the two shareholder bases.
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