OCI’s Landmark Strategic Fertilizer Partnership With Abu Dhabi National Oil Company

Cleary Gottlieb is representing OCI N.V. (OCI) in connection with its strategic partnership with Abu Dhabi National Oil Company (ADNOC) announced on June 17, 2019.

ADNOC will combine its wholly owned fertilizer business, ADNOC Fertilizer, with OCI’s Middle East and North Africa (MENA) nitrogen fertilizer platform to form a new joint venture.

The joint venture will become the largest export-focused nitrogen fertilizer platform globally and the largest producer in the MENA region. It will also be uniquely positioned as the first export-focused fertilizer platform with production and distribution networks both east and west of the Suez Canal, and will be supported by a robust storage and distribution infrastructure with access to key ports on the Mediterranean, Red Sea, and Arabian Gulf.

OCI and ADNOC will own stakes of 58% and 42% in the joint venture, respectively. The venture will be based in Abu Dhabi and incorporated in the Emirate’s international financial center, the Abu Dhabi Global Market (ADGM).

A binding subscription and contribution agreement was signed on June 17, 2019. The transaction is expected to close in the third quarter of 2019, subject to customary closing conditions and regulatory approvals.

The transaction is part of ADNOC’s 2030 smart growth strategy and pipeline of new partnership and co-investment opportunities across its value chain. Cleary is also advising on another landmark transaction in connection with the 2030 strategy, representing OMV AG, an integrated oil and gas company based in Vienna, Austria, on its acquisition of a 15% interest in ADNOC’s refining business and to-be-established trading joint venture for approximately $2.5 billion. Together with ENI S.p.A.’s acquisition of 20%, this is one of the largest-ever refinery transactions.