Today's Edition
A. SREENIVASA REDDY (ABU DHABI)
Orascom Construction and OCI Global have finalised plans for their merger to establish a scalable, Abu Dhabi-anchored infrastructure and investment platform, according to a statement. The merger plan was first announced on September 22 this year.
Orascom Construction’s Board of Directors has approved the merger and will call for an extraordinary general meeting of shareholders in January 2026 to obtain final approval, the statement posted on the Abu Dhabi Securities Exchange (ADX) said.
The combined entity will unite Orascom Construction’s world-class execution capabilities, infrastructure expertise and concessions development experience with OCI’s track record of building and developing successful platforms across complementary business verticals, the statement said.
The merger is intended to provide Orascom Construction’s shareholders with exposure to a larger and more diversified growth platform with an enhanced ability to develop and invest in infrastructure projects on a greater scale, the statement said explaining the rationale behind the merger move.
The combined entity will benefit from a stronger balance sheet and enhanced funding capacity that will enable the deployment of more than a billion dollars of equity into future investments in scalable cash-generative assets.
The companies said the merger builds on Orascom Construction’s engineering, procurement and construction expertise and its history of delivering complex landmark projects across the United States, the GCC/Middle East, Europe, Australia and select emerging markets. The combined group will evaluate and pursue infrastructure opportunities alongside its existing EPC and concessions business, targeting risk-adjusted returns with visible cash flows and recurring income streams.
The statement said that over the past three decades, Orascom Construction and OCI have collectively completed equity and debt transactions totalling $89 billion, underscoring their ability to create sector-leading platforms and generate sustainable shareholder value.
Osama Bishai, Chief Executive Officer of Orascom Construction, said: “We have, over decades, continuously evolved to create new opportunities, unlock value and deliver returns for our shareholders. Bringing Orascom Construction and OCI together marks another step in this journey, recreating a powerful platform that has proven its ability to rapidly build large-scale businesses across industries and geographies. Orascom Construction’s world-class EPC capabilities and its strong track record in developing concessions will be further strengthened through this combination, enabling us to pursue larger opportunities and accelerate long-term growth.”
Under the agreed structure, OCI will demerge substantially all of its assets and liabilities into a new subsidiary, which will then be transferred to Orascom Construction in exchange for new Orascom shares. OCI will distribute these shares to its own shareholders before being liquidated and delisted from Euronext Amsterdam. Orascom Construction will remain the surviving ADGM-incorporated company listed on both the Abu Dhabi Securities Exchange and the Egyptian Exchange.
The two companies have agreed on an exchange ratio based on an equity value of $1.52 billion for Orascom Construction and $1.35 billion for OCI. This results in an exchange ratio of 0.4634 Orascom Construction shares for each OCI share. Once completed, Orascom Construction shareholders will hold 53% of the combined entity, while OCI shareholders will own 47%.
If the merger plan is approved by shareholders in January 2026, the remaining steps will be implemented in the weeks that follow, with distribution of the new Orascom shares expected in the first half of Q1 2026.
The combined entity will be renamed “Orascom”, with three strategic pillars: Orascom Infrastructure, Orascom Construction and Orascom Capital. Nassef Sawiris will serve as Non-Executive Chairman of the merged entity.
OCI Global and Orascom Construction have been part of the same broader Sawiris family industrial empire. Orascom Construction, established in 1950 by Onsi Sawiris, is a leading global engineering and construction contractor with operations across the Middle East, Africa, the US and Europe.
