OCI Completes Sale of Fertiglobe to ADNOC

Cleary Gottlieb represented OCI N.V. (OCI), a leading global producer and distributor of natural gas-based fertilizers and industrial chemicals, in a strategic sale of its entire equity stake (50% plus one share) in Fertiglobe PLC (Fertiglobe) to the Abu Dhabi National Oil Company (ADNOC) for a total consideration of approximately AED13.2 billion (equivalent to $3.6 billion).

In addition to the purchase price, OCI is entitled to a two-year earn-out mechanism linked to free cash flow metrics and commodity pricing that may allow OCI to participate in future nitrogen market upside.

The transaction signed on December 15, 2023, and closed on October 15, 2024. Following completion of the transaction, ADNOC’s shareholding in Fertiglobe increased to 86.2%, while the free float traded on the Abu Dhabi Securities Exchange (ADX) remained at 13.8%.

The transaction was one of the first to be notified by a state-owned enterprise to the European Commission under the new Foreign Subsidies Regulation (FSR) filing regime. Another key aspect of the deal was the separation of Fertiglobe’s legacy construction business (which was outside the scope of the transaction) from its fertilizer operations, which required careful handling to ensure a seamless and clean break for the parties.

OCI is a leading nitrogen fertilizer, diesel exhaust fluid, ammonia, methanol, green methanol, and hydrogen solutions producer and distributor, driving transformational change in the decarbonization sector with strategic infrastructure and partnerships across the United States and Europe. OCI has more than 4,000 employees, is headquartered in the Netherlands, and is listed on Euronext in Amsterdam.

Fertiglobe is the world’s largest seaborne exporter of urea and ammonia combined, and an early mover in sustainable ammonia. Headquartered in Abu Dhabi, Fertiglobe was formed as a strategic partnership between OCI and ADNOC in September 2019, and was the first company established in the Abu Dhabi Global Market (and in a free zone, generally) to be listed on the ADX. Since its initial public offering (IPO) in October 2021, Fertiglobe has returned $2.42 billion in dividends to its shareholders, representing one of the highest dividend yields and total return metrics in its sector, and one of the best performers on the ADX providing shareholders with a return of more than 50% on their investment.

Cleary previously advised OCI on both the creation of Fertiglobe and Fertiglobe’s IPO.