OCI Wins Shareholder Dispute, Allowing Full $2 Billion Divestiture to Methanex to Proceed

Cleary Gottlieb successfully obtained a final judgment in favor of OCI N.V. (OCI) and its affiliates in a shareholder dispute brought by Proman USA (Beaumont) LLC (Proman) in the Delaware Court of Chancery.

The final judgment clears the path for OCI to close the entirety of its previously announced $2 billion sale of its global methanol business to Methanex Corporation (Methanex), which remains subject to regulatory approvals and other customary closing conditions.

Proman and an indirect subsidiary of OCI are members of the Natgasoline joint venture. In August 2024, Proman was given the opportunity to tag-along in OCI’s sale of its methanol business to Methanex, which included (among other contemplated transactions) the sale of OCI’s indirect interest in Natgasoline. Rather than elect to tag-along by agreeing to sell its interests in the joint venture, Proman argued that the sale would result in Methanex being unable to indirectly exercise certain consent rights set forth in the joint venture agreement, effectively giving Proman full control over the joint venture. When Methanex refused Proman’s offer to give Proman “commercial accommodations” in exchange for Proman’s agreement to “waive” this argument, Proman filed a lawsuit in the Delaware Court of Chancery seeking a declaratory judgment that Methanex would be unable to exercise the consent rights after the sale, and that Proman was entitled to receive a second tag-along notice once the Court decided that issue. As a direct result of this lawsuit, Methanex’s obligation to acquire OCI’s indirect interest in Natgasoline was conditioned on the successful resolution of the Delaware action by the latter of March 15, 2025, or the receipt of all regulatory approvals.

As a result, OCI sought and obtained an expedited schedule to resolve the case in advance of the contractual deadline. The parties cross-moved for judgment on the pleadings, and after an oral argument held on December 23, 2024, the Court of Chancery issued its bench ruling on January 29, 2025. The court ruled in favor of OCI, holding that there would be no change to the consent rights set forth in the joint venture agreement in connection with the sale to Methanex and that no further tag-along notice was required, and entered its final declaratory judgment to that effect the next day. Proman filed a Notice of Appeal on February 28, 2025, but voluntarily withdrew that appeal on March 7, 2025. As a result of its voluntary withdrawal of the appeal, the Court of Chancery’s judgment has become final and non-appealable, thus clearing the path for closing on the full perimeter of the sale to Methanex once all regulatory approvals are obtained.