OCI Global sells 50% of OCI Nitrogen

The agreement also includes a put/call option for the remaining 50% stake, exercisable by either OCI or AGROFERT from two years after close of the Initial Transaction, through a pre-agreed 7x multiple applied to the average pro-forma adjusted EBITDA of the preceding two years.

Hassan Badrawi, CEO of OCI, commented: “This agreement reflects a disciplined outcome following a comprehensive and multi-year process involving a broad range of counterparties. Against that backdrop, we are confident that the transaction is a compelling strategic outcome for OCI Nitrogen, and the best achievable outcome for OCI and its stakeholders. Placing the business with a strategic owner with a strong industrial footprint in European nitrogen markets supports long-term continuity for the asset, its employees and customers, and provides an appropriate platform for OCI Nitrogen’s future development, while also advancing toward the completion of OCI’s strategic transactions in this space.”

Transaction structure

Initial transaction (expected by 2H27)

• OCI will sell 50% of OCIN to AGROFERT for a purchase price consideration equal to 50% of €110 million, subject to customary adjustments for net debt at completion, and transaction expenses.
• Completion of the initial transaction is expected by 2H27, subject to satisfaction of all required regulatory approvals, and approval by OCI N.V.’s shareholders at an extraordinary general meeting to be convened.
• Following completion of the initial transaction, AGROFERT will assume operational control of OCIN, including majority board representation, while OCI will retain a 50% economic interest together with customary joint venture protection rights.

Put/call option structure (estimated to be exercisable starting 2H29)

• OCI could sell the remaining 50% of OCIN to AGROFERT pursuant to a put/call option exercisable by either OCI or AGROFERT from two years after close of the initial transaction.
• The purchase price applied for the put/call option would be determined based on a 7x multiple applied to 50% of the two-year average pro-forma adjusted EBITDA prior to exit (including agreed adjustments for several non-recurring or one-off items), subject to customary net debt adjustments at closing.

OCIN standalone results in perspective

• On a standalone basis (adjusted for non-recurring or one offs excluded from applicable EBITDA definition as part of the put/call option), OCIN generated €105 million EBITDA over the last 12 months to April 2026, and €41 million on average over 2024 - 2025. The previous 12 months performance includes €43 million generated in 1Q26, which reflects a strong nitrogen pricing environment. 1Q26 should not be viewed as indicative of run-rate performance, as the quarter was affected by an unusual geopolitical environment and the resulting price and cost volatility.
• OCIN Net Debt is expected to be approximately €100 million during the period preceding the first expected put/call option date.

Advisers

Morgan Stanley & Co. International plc is serving as financial advisor to OCI on the transaction. A&O Shearman is acting as its legal advisor.

This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Read the article online at: https://www.worldfertilizer.com/nitrogen/01062026/oci-global-sells-50-of-oci-nitrogen/