Dutch shareholder association joins OCI-Orascom deal protest

OCI

23/12/2025 12:26

Repeats without changes

AMSTERDAM, Dec 23 (Reuters) - Dutch shareholder association VEB has threatened legal action against fertilizer maker OCI OCI.AS if it goes ahead with its planned merger with Egypt's Orascom Construction ORAS.CA.

In a letter to OCI's board dated December 22, the VEB urged the company to unconditionally confirm within five days that it would not put proposals for the transaction to a vote at the planned shareholder meeting on January 22.

       The association said it would launch a court case immediately if its request wasn't met.

The VEB said the transaction undervalued OCI, lacked a strategic rationale and had a clear conflict of interest as both companies have the Sawiris family as their major shareholder.

OCI and Orascom did not immediately respond to a request for comment.

The move followed a similar letter by Norbury Capital last week, in which the Netherlands-based investor also threatened legal proceedings to contest the transaction.

Norbury said it holds a stake in OCI and is backed by other shareholders, together representing 4.5% of shares outstanding.

OCI announced in September and December that it plans to merge its business with Orascom Construction via a demerger, with OCI shareholders receiving 0.4634 Orascom shares for each OCI share held.

Norbury and the VEB said the implied valuation offers no takeover premium and represents a discount to OCI's intrinsic value, noting a sharp decline in OCI's share price following the deal announcements.

(Reporting by Bart Meijer; Editing by Alexandra Hudson)

((Bart.Meijer@thomsonreuters.com;))