AMSTERDAM: OCI Global announced Monday it has reached an agreement to sell a 50% equity interest in its subsidiary Nitrogen Intermediate Holding B.V., which wholly owns OCI Nitrogen, to European nitrogen products manufacturer AGROFERT. The deal includes a put/call option for the remaining 50% stake.
The initial transaction values the 50% stake at 50% of €110 million, subject to customary adjustments for net debt and transaction expenses, a statement noted.
Completion is expected by the second half of 2027, pending regulatory approvals and shareholder approval from OCI N.V. at an extraordinary general meeting.
Following the initial closing, AGROFERT will assume operational control of OCI Nitrogen, including majority board representation. OCI will retain a 50% economic interest along with customary joint venture protection rights.
The put/call option for the remaining 50% stake becomes exercisable by either party starting two years after the initial transaction closes. The purchase price for the option will be determined using a pre-agreed multiple of seven times the average pro-forma adjusted EBITDA of the preceding two years, subject to net debt adjustments.
OCI Nitrogen generated €105 million in EBITDA on a standalone basis for the 12 months ending April 2026, according to the company. The unit averaged €41 million in EBITDA over 2024-2025. The company noted that the first quarter of 2026 included €43 million driven by an unusual geopolitical environment and related price volatility, which should not be viewed as indicative of run-rate performance. Net debt for OCI Nitrogen is expected to be approximately €100 million before the option exercise period.
“This agreement reflects a disciplined outcome following a comprehensive and multi‑year process involving a broad range of counterparties,” said Hassan Badrawi, chief executive officer of OCI. “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.”
Morgan Stanley & Co. International plc is serving as financial adviser to OCI, with A&O Shearman acting as legal adviser.
