How much is NNS offering for OCI shares?

€4.10 per share in cash, cum dividend, in a voluntary offer with no minimum acceptance threshold.

When does the NNS offer for OCI end?

The offer period runs until November 17, 2026, unless extended.

Merger Spreads › Deal guides › OCI.AS

OCI N.V. (OCI): the €4.10 cash offer from NNS, a voluntary offer with no minimum acceptance

Terms checked against SEC filings on 2026-10-12 · checking for newer filings…

Offer€4.10cash per share, cum dividend

Market price—loading…

Spread—gap to the offer

Offer periodSep 15 – Nov 17unless extended

Minimum acceptanceNoneper the announcement

BoardRecommendsexcluding the Sawiris directors

In one paragraph

NNS Holding (Cyprus) Limited has launched a voluntary all-cash public offer for all OCI N.V. shares at €4.10 per share, cum dividend. The offer period runs from September 15 to November 17, 2026, unless extended. Closing is expected in the fourth quarter of 2026 if the conditions are met. This is not a standard takeover: NNS is linked to OCI's controlling shareholders (Nassef and Nadia Sawiris), the offer has no minimum acceptance threshold, and it is tied to a separate, still unresolved plan to combine OCI with Orascom Construction. OCI's board, excluding the Sawiris directors, recommends the offer; the directors appointed by the Dutch Enterprise Chamber are neutral on the price.

What can an OCI shareholder do?

1. Tender your shares

Through your bank or broker, within the offer period and before its own deadline. If the offer is declared unconditional, tendered shares are paid at €4.10 (cum dividend).

2. Sell on the market

You get the market price, usually close to the offer, without waiting for settlement.

3. Hold

Because there is no minimum acceptance, the offer can close even if few shares are tendered. Holders who stay may end up in a company with a controlling shareholder holding more shares.

This is general information, not advice. Taxes: a cash buyout is generally treated like a sale of your shares; check your own situation.

Why this offer is different

The bidder is linked to the controlling shareholders, so the interests of minority holders deserve extra attention.
No minimum acceptance: the offer can complete with any number of tendered shares if the conditions are met.
The Orascom combination: an extraordinary shareholder meeting (expected at the end of October 2026) votes on the OCI–Orascom transaction, which is conditional on NNS completing the offer. Orascom's long-stop date for its conditions has been moved to December 30, 2026.
No merger agreement: OCI and NNS have not signed one; the offer is made directly to shareholders.

Conditions of the offer

According to the announcements: any competition clearances required, no AFM notification preventing investment firms from cooperating with settlement, no governmental order prohibiting completion, and no permanent suspension of trading on Euronext Amsterdam.

What could go wrong?

Governance and minority position. If the offer completes with a partial acceptance, the controlling holders increase their stake while others may remain.
Link to the Orascom deal. The shareholder vote on that transaction depends on this offer being completed.
Extensions and timing. The offer period may be extended, and settlement depends on the conditions being met.

Timeline

Jun 24, 2026 NNS announces its intention to launch an all-cash offer at €4.10.
Sep 14 Offer memorandum approved by the AFM; offer launched.
Sep 15 Offer period starts.
End of Oct Extraordinary shareholder meeting (offer and Orascom combination).
Nov 17 Offer period ends, unless extended.
Q4 2026 Settlement expected if conditions are met. Orascom long-stop: Dec 30, 2026.

Frequently asked questions

Is OCI being taken private?: The announcements do not say that. NNS makes a voluntary offer for all shares with no minimum; delisting depends on how many shares end up with NNS and what happens afterwards.
Is €4.10 guaranteed?: It is the offer price, cum dividend. The offer can be extended or amended within the rules.
Why does the board recommend it?: Per its statement, the board (without the Sawiris directors) recommends the offer combined with the possibility of participating in the Orascom transaction. Read OCI's position statement for the reasons.
Where are the official terms?: In the AFM-approved offer memorandum and OCI's position statement. This guide relies on company press releases, not the full memorandum.

Sources

Not investment advice

Merger Spreads is an information service. Prices can be delayed; deal terms are checked by hand against public filings and can change. Always read the filings and talk to your broker before acting.

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