OCI to Sell Fertiglobe Stake and IFCO for Combined Consideration of $7.2 Billion

Cleary Gottlieb is representing OCI N.V. (OCI), a global leader in nitrogen, methanol, and hydrogen, in two strategic sales worth $7.2 billion.

Cleary is representing OCI 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 AED 13 billion (equivalent to $3.6 billion), implying a company valuation of approximately $7.2 billion for Fertiglobe.

The transaction signed on December 15, 2023, and is expected to close in 2024. The transaction is subject to customary conditions, including regulatory conditions and antitrust approvals. Following completion of the transaction, ADNOC’s shareholding in Fertiglobe will increase to 86.2%, while the free float traded on the Abu Dhabi Securities Exchange (ADX) will remain at 13.8%.

The agreed purchase price of AED 3.20 per share represents an 8% premium to Fertiglobe’s market price and a 26% premium to the price at initial public offering. In addition to the purchase price, OCI benefits from 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.

Concurrently with the sale, OCI and ADNOC entered into a memorandum of understanding to explore opportunities for global strategic collaboration on future joint investments, including development projects outside the Middle East in decarbonization and product distribution across North America and Europe.

Cleary is also representing OCI in a strategic sale of 100% of its indirect interests in its large-scale U.S. greenfield nitrogen fertilizer facility Iowa Fertilizer Company LLC (IFCO) to Koch Ag & Energy Solutions for a total consideration of $3.6 billion following a competitive process.

The transaction was announced on December 18, 2023, and is expected to close in 2024. The transaction is subject to customary conditions, including regulatory conditions and antitrust approvals.

For more information, please see the Fertiglobe press release here and the IFCO press release here.