Norbury Capital moves to challenge OCI–Orascom deal

OCI

17/12/2025 14:54

Norbury Capital says OCI undervalued in merger with Orascom

OCI controlling shareholder also controls Orascom

Norbury backed by investors representing 4.5% of OCI shares

AMSTERDAM, Dec 17 (Reuters) - Norbury Capital said on Wednesday it plans to contest fertilizer maker OCI's OCI.AS proposed merger with Egypt's Orascom Construction ORAS.CA in its current form, saying it undervalues OCI and is unfair to minority shareholders.

In a letter sent to independent members of OCI's board, Netherlands-based Norbury said OCI was failing to adequately protect investors rights, noting that OCI's controlling shareholder, Nassef Sawiris, also controls Orascom.

The letter said OCI should be valued at at least 7.1 euros per share. Shares were trading 1.72% higher at 2.95 euros per share in Amsterdam on Wednesday.

OCI could not immediately be reached for comment.

Sending such a letter is required under Dutch law before opening formal legal proceedings, which Norbury said it will do within the next seven days if terms are not amended.

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 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.

Shareholders are due to vote on the deal on January 22.

 (Reporting by Toby Sterling; Editing by Alexander Smith)

 ((amsterdam.newsroom@thomsonreuters.com))