Duyuru • Apr 21
OCI N.V., Annual General Meeting, Jun 02, 2026 OCI N.V., Annual General Meeting, Jun 02, 2026. New Risk • Apr 17
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$831m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risk Less than 1 year of cash runway based on free cash flow trend (-US$831m free cash flow). Minor Risks Unstable dividend paying track record with dividend experiencing an annual drop of over 20% in the past. Currently unprofitable and not forecast to become profitable over next 2 years (US$9.1m net loss in 2 years). Duyuru • Apr 02
AGROFERT, a.s. completed the acquisition of OCI Ammonia Holding B.V. from OCI N.V. (ENXTAM:OCI). AGROFERT, a.s. entered into agreement to acquire OCI Ammonia Holding B.V. from OCI N.V. (ENXTAM:OCI) for €290 million on November 23, 2025. A cash consideration of €290 million will be paid by AGROFERT, a.s. As part of consideration, €290 million is paid towards common equity of OCI Ammonia Holding B.V.
The transaction is subject to satisfaction of certain regulatory approvals, other customary closing procedures, and OCI Ammonia Holding B.V. shareholder approval at an extraordinary general meeting to be convened and is expected to close in the first half of 2026.
Oliver Bacon, Andrew Schoorlemmer of A&O Shearman acted as legal advisor to OCI N.V.
AGROFERT, a.s. completed the acquisition of OCI Ammonia Holding B.V. from OCI N.V. (ENXTAM:OCI) on March 31, 2026. The transaction was valued at €290 million. Net proceeds will be subject to customary closing adjustments. Major Estimate Revision • Mar 25
Consensus EPS estimates upgraded to US$0.10 loss The consensus outlook for fiscal year 2026 has been updated. 2026 losses forecast to reduce from -US$0.172 to -US$0.101 per share. Revenue forecast steady at US$1.16b. Chemicals industry in the Netherlands expected to see average net income growth of 26% next year. Consensus price target broadly unchanged at €3.95. Share price was steady at €3.25 over the past week. Reported Earnings • Mar 18
Full year 2025 earnings: EPS and revenues exceed analyst expectations Full year 2025 results: US$1.63 loss per share (improved from US$1.81 loss in FY 2024). Revenue: US$1.09b (up 11% from FY 2024). Net loss: US$343.8m (loss narrowed 10.0% from FY 2024). Revenue exceeded analyst estimates by 42%. Earnings per share (EPS) missed analyst estimates. Revenue is expected to decline by 5.2% p.a. on average during the next 2 years, while revenues in the Chemicals industry in Europe are expected to grow by 3.1%. Over the last 3 years on average, earnings per share has increased by 62% per year but the company’s share price has fallen by 51% per year, which means it is significantly lagging earnings. New Risk • Mar 17
New major risk - Revenue and earnings growth Earnings have declined by 33% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. This is currently the only risk that has been identified for the company. Duyuru • Mar 10
OCI N.V. to Report Fiscal Year 2025 Results on Mar 16, 2026 OCI N.V. announced that they will report fiscal year 2025 results at 8:00 AM, Central European Standard Time on Mar 16, 2026 Recent Insider Transactions • Jan 28
Executive Chairman recently bought €1.6m worth of stock On the 21st of January, Nassef Onssy Sawiris bought around 466k shares on-market at roughly €3.37 per share. This transaction amounted to less than 1% of their direct individual holding at the time of the trade. In the last 3 months, they made an even bigger purchase worth €11m. Nassef Onssy has been a buyer over the last 12 months, purchasing a net total of €50m worth in shares. Recent Insider Transactions • Jan 02
Executive Chairman recently bought €2.0m worth of stock On the 30th of December, Nassef Onssy Sawiris bought around 664k shares on-market at roughly €3.02 per share. This transaction amounted to less than 1% of their direct individual holding at the time of the trade. In the last 3 months, they made an even bigger purchase worth €11m. Nassef Onssy has been a buyer over the last 12 months, purchasing a net total of €43m worth in shares. Recent Insider Transactions • Dec 12
Executive Chairman recently bought €4.9m worth of stock On the 9th of December, Nassef Onssy Sawiris bought around 2m shares on-market at roughly €2.84 per share. This transaction amounted to 2.0% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. This was Nassef Onssy's only on-market trade for the last 12 months. Major Estimate Revision • Dec 11
Consensus EPS estimates upgraded to US$0.055 loss The consensus outlook for fiscal year 2025 has been updated. 2025 losses forecast to reduce from -US$0.062 to -US$0.055 per share. Revenue forecast steady at US$1.07b. Chemicals industry in the Netherlands expected to see average net income growth of 26% next year. Consensus price target down from €4.72 to €4.21. Share price fell 16% to €2.87 over the past week. Duyuru • Dec 09
Orascom Construction PLC (ADX:ORAS) reached an agreement to acquire OCI N.V. (ENXTAM:OCI) for approximately €880 million. Orascom Construction PLC (ADX:ORAS) agreed to acquire OCI N.V. (ENXTAM:OCI) for approximately €880 million on December 8, 2025. Orascom Construction PLC reached an agreement to acquire OCI N.V. on December 9, 2025. This implies an exchange ratio of 0.4634 shares in Orascom Construction for each OCI share held. Following completion of the Combination, Orascom Construction shareholders will own 53% and OCI’s shareholders will own the remaining 47%. Accordingly, the consideration for OCI amounts to a total of 97,763,162 shares of Orascom Construction and OCI currently owns 561,803 shares in Orascom Construction. While these existing shares have been taken into consideration in the valuation of the target as if they were transferred to the target, it has been agreed between Orascom Construction and OCT that existing shares will not actually be transferred to OCI and would rather be deducted from the total number of new shares to issued at the completion of the transaction. Orascom Construction will then continue as the surviving ADGM-incorporated and ADX- and EGX-listed entity holding OCI’s business, assets and liabilities. Upon closing, the Combination will be renamed “Orascom” with Orascom Infrastructure, Orascom Construction and Orascom Capital. Finally, OCI liquidates and delists from Euronext Amsterdam. Nassef Sawiris will serve as Non-Executive Chair of the combined entity and Board and Executive Management will be announced before closing of the Combination.
The transaction is subject to Orascom Construction and OCI's shareholder approval, and will in due course call for an Extraordinary General Meeting to be held in January 2026 and to, among other customary conditions. The Board of Directors of OCI N.V. formed a special committee for the transaction. The Combination has been unanimously recommended by the independent directors on OCI's board. Orascom Construction has also unanimously recommended the proposed Combination to its shareholders. It is expected that the distribution of Orascom Shares to OCI shareholders will be effected in the first half of Q1 2026, with more details to be communicated in due course.
De Brauw Blackstone Westbroek N.V. acted as legal advisor for OCI N.V. Allen Overy Shearman LLP acted as legal advisor for OCI N.V. Rothschild Europe B.V. acted as financial advisor for OCI N.V. Rothschild Europe B.V. acted as fairness opinion provider for OCI N.V. Coöperatieve Rabobank U.A. acted as financial advisor for OCI N.V. Deloitte & Touche Netherlands acted as due diligence provider for OCI N.V. White & Case LLP acted as legal advisor for Orascom Construction PLC. EFG-Hermes UAE Limited acted as financial advisor for Orascom Construction PLC. First Abu Dhabi Bank P.J.S.C. acted as financial advisor for Orascom Construction PLC. Kpmg acted as due diligence provider for Orascom Construction PLC. New Risk • Dec 03
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$843m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risk Less than 1 year of cash runway based on free cash flow trend (-US$843m free cash flow). Minor Risk Share price has been volatile over the past 3 months (5.7% average weekly change). Major Estimate Revision • Oct 09
Consensus EPS estimates upgraded to US$0.02 loss The consensus outlook for fiscal year 2025 has been updated. 2025 losses forecast to reduce from -US$0.272 to -US$0.02 per share. Revenue forecast steady at US$1.06b. Chemicals industry in the Netherlands expected to see average net income growth of 18% next year. Consensus price target down from €6.07 to €5.82. Share price fell 4.3% to €3.72 over the past week. Reported Earnings • Sep 30
First half 2025 earnings released: US$1.57 loss per share (vs US$1.77 loss in 1H 2024) First half 2025 results: US$1.57 loss per share (improved from US$1.77 loss in 1H 2024). Revenue: US$566.9m (up 11% from 1H 2024). Net loss: US$330.6m (loss narrowed 11% from 1H 2024). Revenue is forecast to grow 1.0% p.a. on average during the next 3 years, compared to a 2.9% growth forecast for the Chemicals industry in Europe. Over the last 3 years on average, earnings per share has fallen by 17% per year but the company’s share price has fallen by 54% per year, which means it is performing significantly worse than earnings. Duyuru • Sep 03
OCI N.V. to Report First Half, 2025 Results on Sep 25, 2025 OCI N.V. announced that they will report first half, 2025 results on Sep 25, 2025 New Risk • Aug 21
New major risk - Dividend sustainability The dividend is not well covered by earnings and cash flows. The company is paying a dividend despite being loss-making. The company is paying a dividend despite having no free cash flows. Dividend yield: 58% This is considered a major risk. Companies that pay out too much of their earnings and cash flows are at risk of having to reduce or cut their dividend in future. If earnings or cash flows stagnate or fall, then there may not be enough to maintain the same dividend. Or in extreme cases, companies may opt to dig into capital reserves or take on debt to maintain the dividend. For dividend paying companies, any reduction in the dividend can significantly impact the share price. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (10% average weekly change). Dividend is not well covered by earnings and cash flows. Paying a dividend despite being loss-making. Paying a dividend despite having no free cash flows. New Risk • Aug 18
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of Dutch stocks, typically moving 9.9% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. This is currently the only risk that has been identified for the company. Upcoming Dividend • Aug 11
Upcoming dividend of US$3.31 per share Eligible shareholders must have bought the stock before 18 August 2025. Payment date: 05 September 2025. The company last paid an ordinary dividend in July 2022. The average dividend yield among industry peers is 3.2%. Duyuru • Aug 04
OCI N.V. Confirms Third Quarter 2025 Extraordinary Cash Distribution, Payable on 5 September 2025 OCI N.V. announced that it will pay a USD 700 million distribution (USD 3.31 per share) on 5 September 2025 through a mix of capital repayment and extraordinary cash dividend for third quarter 2025. This distribution is pursuant to the resolutions adopted at OCI's annual general meeting on 21 May and will follow the lapsing of the mandatory creditor opposition period on 13 August. The ex-dividend date is 18 August, and the record date is 19 August. Duyuru • Jun 27
Methanex Corporation (TSX:MX) completed the acquisition of OCI Methanol group from OCI N.V. (ENXTAM:OCI), Alpha Dhabi Holding PJSC (ADX:ALPHADHABI) and Abu Dhabi Developmental Holding Company PJSC. Methanex Corporation (TSX:MX) entered into a definitive agreement to acquire OCI Methanol group from OCI N.V. (ENXTAM:OCI), Alpha Dhabi Holding PJSC (ADX:ALPHADHABI) and Abu Dhabi Developmental Holding Company PJSC for $2.1 billion on September 8, 2024. A cash consideration of $1.15 billion will be paid by Methanex Corporation subject to customary closing adjustments, 9.9 million common equity of Methanex Corporation to be issued and and the assumption of $450 million in debt and leases. Under the definitive agreement with OCI, the approximate $2.05 billion purchase price will consist of $1.18 billion in cash, the issuance of 9.9 million common shares of Methanex valued at $450 million (based on a $45 per share price) and the assumption of approximately $450 million in debt and leases. Purchase price consideration of $2.05 billion on a cash-free and debt-free basis following a competitive process. OCI is expected to become an approximately 13% shareholder, and the second largest shareholder in Methanex following the Transaction. Acquisition expected to be immediately accretive to free cash flow per share. The transaction reflects TEV/EBITDA multiple of 7.5x. Methanex intends to fund the cash consideration of the transaction through a combination of cash on hand and new debt issuance. Following the announcement of the sale of OCI Methanol, OCI repurchased its 11% and 4% minority stakes in OCI Methanol from Alpha Dhabi Holding PJSC and ADQ, respectively. The Company has obtained a fully committed debt financing package from Royal Bank of Canada to support the transaction. Proceeds from the Transaction will be prioritized to significantly reduce OCI holding company gross debt and to return capital to shareholders. OCI holds 85% stake, and Alpha Dhabi Holding and ADQ holds 15% stake in OCI Methanol. Net proceeds to OCI expected to be approximately $1.2 billion after adjusting for net indebtedness, payments to minority interest holders (ADH/ADQ), outstanding gas hedges and other adjustments.
The Transaction is expected to close in the first half of 2025 subject to satisfaction of certain regulatory approvals, customary closing conditions, and other closing conditions including TSX approval for the issuance of Methanex shares to OCI and receipt of OCI shareholder approval. The transaction has been approved by the boards of directors of both companies. An agreement to vote for the Transaction has been signed by the largest shareholder of OCI with an interest of approximately 39% in the Company. As on October 29, 2024, Methanex announced the successful syndication of acquisition financing to support the earlier announced agreement to acquire OCI Global’s international methanol business (“OCI Acquisition”) for $2.05 billion. The new financing arrangements are with a syndicate of highly rated financial institutions and include, up to $650 million in Term Loan A commitments which can be drawn upon closing of the OCI Acquisition. The Term Loan A carries a variable interest rate and is split between three and four-year tenors that can be flexibly repaid to support de-levering, $600 million in revolving credit facility commitments, split between a $400 million tranche which will have a renewed five-year tenor and a $200 million tranche with a three-year tenor, both from closing of the OCI Acquisition. This new facility will replace the Company’s existing $500 million facility which remains available until transaction closing. Both the Term Loan A and new revolving credit facility include financial covenants consistent with the Company’s existing credit facilities. The syndication banks continue to underwrite the remaining bridge facility of $525 million. As of May 14, 2025, European Commission had approved the acquisition on May 14, 2025. As of June 12, 2025, All regulatory approvals required for the closing of the Transaction have been obtained. The transaction is now expected to complete on June 27, 2025.
Morgan Stanley & Co. International plc is serving as financial advisor and Romain Dambre, Andrew Schoorlemmer, Oliver Bacon and Tim Stevens of A&O Shearman is acting as legal advisor to OCI. Methanex’s financial advisors for the transaction were Deutsche Bank and RBC Capital Markets. McCarthy Tétrault LLP, Baker McKenzie LLP, Loyens & Loeff N.V. and Reed Smith LLP acted as legal counsel for Methanex. Deutsche Bank and RBC Capital Markets provided fairness opinions to Methanex’s Board of Directors. Andrew Bab, Jennifer Chu of Debevoise & Plimpton LLP represented Deutsche Bank as financial advisor to Methanex Corporation. Stikeman Elliott LLP acted as legal advisor to OCI N.V. (ENXTAM:OCI).
Methanex Corporation (TSX:MX) completed the acquisition of OCI Methanol group from OCI N.V. (ENXTAM:OCI), Alpha Dhabi Holding PJSC (ADX:ALPHADHABI) and Abu Dhabi Developmental Holding Company PJSC on June 27, 2025. Major Estimate Revision • Jun 10
Consensus EPS estimates fall by 39% The consensus outlook for fiscal year 2025 has been updated. 2025 expected loss increased from -US$0.52 to -US$0.725 per share. Revenue forecast unchanged at US$1.06b. Chemicals industry in the Netherlands expected to see average net income growth of 18% next year. Consensus price target down from €9.07 to €8.34. Share price fell 2.4% to €7.51 over the past week. Major Estimate Revision • May 09
Consensus estimates of losses per share improve by 45% The consensus outlook for earnings per share (EPS) in fiscal year 2025 has improved. 2025 revenue forecast increased from US$1.05b to US$1.07b. EPS estimate increased from -US$0.228 per share to -US$0.125 per share. Chemicals industry in the Netherlands expected to see average net income growth of 16% next year. Consensus price target down from €10.27 to €9.73. Share price was steady at €7.44 over the past week. Major Estimate Revision • Apr 25
Consensus EPS estimates upgraded to US$0.29 loss, revenue downgraded The consensus outlook for fiscal year 2025 has been updated. 2025 revenue forecast fell from US$2.32b to US$2.21b. 2025 losses expected to reduce from -US$0.435 to -US$0.288 per share. Chemicals industry in the Netherlands expected to see average net income growth of 17% next year. Consensus price target down from €11.98 to €10.74. Share price rose 6.7% to €7.12 over the past week. Major Estimate Revision • Apr 23
Consensus revenue estimates increase by 16% The consensus outlook for fiscal year 2025 has been updated. 2025 revenue forecast increased from US$2.21b to US$2.56b. EPS estimate unchanged from -US$0.44 at last update. Chemicals industry in the Netherlands expected to see average net income growth of 15% next year. Consensus price target down from €12.97 to €10.60. Share price rose 4.6% to €6.65 over the past week. New Risk • Apr 15
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of Dutch stocks, typically moving 2.8% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. This is currently the only risk that has been identified for the company. Buy Or Sell Opportunity • Apr 15
Now 36% undervalued after recent price drop Over the last 90 days, the stock has fallen 46% to €6.35. The fair value is estimated to be €9.94, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 81% over the last 3 years. Meanwhile, the company became loss making. Duyuru • Apr 14
OCI N.V., Annual General Meeting, May 21, 2025 OCI N.V., Annual General Meeting, May 21, 2025. Duyuru • Mar 24
OCI N.V.(ENXTAM:OCI) dropped from FTSE All-World Index (USD) OCI N.V.(ENXTAM:OCI) dropped from FTSE All-World Index (USD) Reported Earnings • Mar 17
Full year 2024 earnings: EPS and revenues miss analyst expectations Full year 2024 results: US$1.81 loss per share (improved from US$3.71 loss in FY 2023). Revenue: US$975.1m (down 50% from FY 2023). Net loss: US$382.2m (loss narrowed 51% from FY 2023). Revenue missed analyst estimates by 51%. Earnings per share (EPS) were also behind analyst expectations. Revenue is forecast to grow 14% p.a. on average during the next 3 years, compared to a 4.3% growth forecast for the Chemicals industry in Europe. Over the last 3 years on average, earnings per share has fallen by 56% per year but the company’s share price has only fallen by 29% per year, which means it has not declined as severely as earnings. Duyuru • Feb 07
OCI N.V. to Report Second Half, 2024 Results on Mar 14, 2025 OCI N.V. announced that they will report second half, 2024 results on Mar 14, 2025 Duyuru • Nov 13
OCI Global to Pay Interim Extraordinary Distribution, Payable on 14 November 2024 OCI Global announced it will pay an interim extraordinary distribution of EUR 14.50 per share in aggregate (~USD 3.3 billion) on 14 November 2024 to shareholders of record as of the close of business on 29 October 2024. Upcoming Dividend • Oct 21
Upcoming dividend of €14.50 per share Eligible shareholders must have bought the stock before 28 October 2024. Payment date: 14 November 2024. The company is not currently making a profit and is not cash flow positive. Trailing yield: 6.6%. Within top quartile of Dutch dividend payers (5.9%). Higher than average of industry peers (2.0%). Duyuru • Oct 18
OCI N.V. Announces Chief Executive Officer Changes OCI Global announced that Mr. Ahmed El-Hoshy has informed the Board that he will resign as CEO of OCI after more than four years in the role, and that he will continue as the CEO of Fertiglobe on a full-time basis, to lead it through its next phase of growth. Mr. Hassan Badrawi, OCI's current Chief Financial Officer will assume responsibility as Chief Executive Officer of OCI. Mr. Beshoy Guirguis, OCI's current Vice President of Global Growth and Transformation, and Chief Financial Officer of OCI US Nitrogen will assume the role of Chief Financial Officer of OCI. All changes will become effective immediately. In his Chief Executive role, Mr. El-Hoshy has led the Company's strategy to prioritize value accretive decarbonization growth across its global portfolio to become an industry leader in the ammonia and methanol sectors. Over the last year, Mr. El-Hoshy has played an integral role in the successful divestment of several business to strategic buyers to unlock significant value for shareholders. Previously, Mr. El-Hoshy led the growth of OCI's US and European businesses, as well as being heavily involved in the creation and subsequent initial public offering of Fertiglobe in 2021. Since joining OCI in 2009, Mr. El-Hoshy has held several positions across the Group including Global Chief Operating Officer, Chief Executive Officer of OCI Americas, and Director of Business Development and Investments. In his capacity as Group Chief Financial Officer reporting into the Executive Chair and the Board of Directors, Mr. Badrawi has been instrumental in directing OCI's M&A activities, in leading OCI's financial and capital markets strategy, and in assuming responsibility for the Finance, Investor Relations and Communications functions. Since joining OCI in 2001, Mr. Badrawi has held various leadership positions across Finance, Investor Relations, M&A, Corporate and Business Development, Strategy and Project Management. Mr. Badrawi also served on the Board of OCI Global and Fertiglobe. Duyuru • Oct 17
Oakley Capital Investments Limited Announces Chief Financial Officer Changes OCI Global announced that Mr. Hassan Badrawi, OCI's current Chief Financial Officer will assume responsibility as Chief Executive Officer of OCI. Mr. Beshoy Guirguis, OCI's current Vice President of Global Growth and Transformation, and Chief Financial Officer of OCI US Nitrogen will assume the role of Chief Financial Officer of OCI. All changes will become effective immediately. In his capacity as Group Chief Financial Officer reporting into the Executive Chair and the Board of Directors, Mr. Badrawi has been instrumental in directing OCI's M&A activities, in leading OCI's financial and capital markets strategy, and in assuming responsibility for the Finance, Investor Relations and Communications functions. Since joining OCI in 2001, Mr. Badrawi has held various leadership positions across Finance, Investor Relations, M&A, Corporate and Business Development, Strategy and Project Management. Mr. Badrawi also served on the Board of OCI Global and Fertiglobe. Mr. Guirguis currently serves as Vice President of Global Growth and Transformation, and Chief Financial Officer of OCI's US Nitrogen business. Previously, Mr. Guirguis was Chief Financial Officer of OCI Americas, including OCI Partners prior to its delisting. Since late 2011, Mr. Guirguis has been a key part of the leadership team responsible for OCI's growth and build out in North America, undertaking various roles including project development and financial management, and has extensive experience in the financial, industrial, and petrochemical industries. Duyuru • Oct 10
OCI N.V. to Report Q3, 2024 Results on Nov 12, 2024 OCI N.V. announced that they will report Q3, 2024 results Pre-Market on Nov 12, 2024 Duyuru • Sep 30
Woodside Energy Group Ltd (ASX:WDS) completed the acquisition of 1.1 million metric tonnes Clean Ammonia project under construction in Beaumont, Texas from OCI N.V. (ENXTAM:OCI). Woodside Energy Group Ltd (ASX:WDS) reached an agreement to acquire 1.1 million metric tonnes Clean Ammonia project under construction in Beaumont, Texas from OCI N.V. (ENXTAM:OCI) for $2.4 billion on August 5, 2024. Purchase price consideration of $2.35 billion is on cash-free, debt-free basis. Woodside will pay 80% of the Purchase Price to OCI at closing of the Transaction, with the balance of the Purchase Price payable at Project Completion. The Transaction is subject to customary closing conditions and receipt of OCI shareholder approval. OCI’s Board of Directors has approved the Transaction and has recommended that its shareholders approve the Transaction. The Transaction is expected to close in H2 2024. Project is forecasted to be free cash flow accretive on a cumulative basis.
Morgan Stanley & Co. International plc is serving as financial advisor to OCI on the Transaction. Allen Overy Shearman LLP and Vinson & Elkins LLP are acting as OCI’s legal advisors. Loyens Loeff has legal advised to Woodside.
Woodside Energy Group Ltd (ASX:WDS) completed the acquisition of 1.1 million metric tonnes Clean Ammonia project under construction in Beaumont, Texas from OCI N.V. (ENXTAM:OCI) on September 30, 2024. The all-cash consideration of approximately $2.35 billion is inclusive of capital expenditure through completion of the first phase, with $1.88 billion paid and the remaining $470 million to be paid at project completion. Duyuru • Sep 10
Methanex Corporation (TSX:MX) entered into a definitive agreement to acquire OCI Methanol group from OCI N.V. (ENXTAM:OCI), Alpha Dhabi Holding PJSC (ADX:ALPHADHABI) and Abu Dhabi Developmental Holding Company PJSC for $2.02 billion. Methanex Corporation (TSX:MX) entered into a definitive agreement to acquire OCI Methanol group from OCI N.V. (ENXTAM:OCI), Alpha Dhabi Holding PJSC (ADX:ALPHADHABI) and Abu Dhabi Developmental Holding Company PJSC for $2.02 billion on September 8, 2024. A cash consideration of $1.15 billion will be paid by Methanex Corporation, 9.9 million common equity of Methanex Corporation to be issued and and the assumption of $450 million in debt and leases. Purchase price consideration of $2.05 billion on a cash-free and debt-free basis following a competitive process. OCI is expected to become an approximately 13% shareholder, and the second largest shareholder in Methanex following the Transaction. Acquisition expected to be immediately accretive to free cash flow per share. The transaction reflects TEV/EBITDA multiple of 7.5x. Methanex intends to fund the cash consideration of the transaction through a combination of cash on hand and new debt issuance. The Company has obtained a fully committed debt financing package from Royal Bank of Canada to support the transaction. Proceeds from the Transaction will be prioritized to significantly reduce OCI holding company gross debt and to return capital to shareholders. OCI holds 85% stake, and Alpha Dhabi Holding and ADQ holds 15% stake in OCI Methanol.
The Transaction is expected to close in the first half of 2025 subject to satisfaction of certain regulatory approvals, customary closing conditions, and other closing conditions including TSX approval for the issuance of Methanex shares to OCI and receipt of OCI shareholder approval. The transaction has been approved by the boards of directors of both companies. An agreement to vote for the Transaction has been signed by the largest shareholder of OCI with an interest of approximately 39% in the Company.
Morgan Stanley & Co. International plc is serving as financial advisor and A&O Shearman is acting as legal advisor to OCI. Methanex’s financial advisors for the transaction were Deutsche Bank and RBC Capital Markets. McCarthy Tétrault LLP, Baker McKenzie LLP, Loyens & Loeff N.V. and Reed Smith LLP acted as legal counsel for Methanex. Deutsche Bank and RBC Capital Markets provided fairness opinions to Methanex’s Board of Directors. Andrew Bab, Jennifer Chu of Debevoise & Plimpton LLP represented Deutsche Bank as financial advisor to Methanex Corporation. New Risk • Sep 01
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 1.9% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$29m free cash flow). Dividend is not well covered by earnings and cash flows. Paying a dividend despite being loss-making. Paying a dividend despite having no free cash flows. Earnings are forecast to decline by an average of 1.9% per year for the foreseeable future. Duyuru • Aug 30
Koch Fertilizer, LLC completed the acquisition of Iowa Fertilizer Company, LLC from OCI N.V. (ENXTAM:OCI). Koch Fertilizer, LLC entered into a binding equity purchase agreement to acquire Iowa Fertilizer Company, LLC from OCI N.V. (ENXTAM:OCI) for $3.6 billion on December 18, 2023. The consideration consists of $3.6 billion on a cash free debt free basis, subject to a customary cash, debt and normalized level of working capital adjustment. Iowa Fertilizer Company, LLC team will join Koch Ag.
Consummation of the transaction remains subject to receipt of certain US antitrust approval, regulatory conditions and other customary closing conditions. The transaction is expected to close in 2024. Proceeds from this transaction will be used to significantly reduce holding company debt; a return of capital to shareholders will be considered within the context of OCI’s capital returns framework and alongside future investment in decarbonization growth opportunities. Morgan Stanley & Co. International plc is acting as financial advisor and Casper Nagtegaal, Frank Hamming of De Brauw Blackstone Westbroek N.V. and Cleary Gottlieb Steen & Hamilton LLP is acting as its legal advisor to OCI. Barclays is serving as a financial advisor and Ashley Gullett and Bryan Davis of Jones Day is acting as its legal advisor to Koch.
Koch Fertilizer, LLC completed the acquisition of Iowa Fertilizer Company, LLC from OCI N.V. (ENXTAM:OCI) on August 29, 2024. Upon closing of the transaction, approximately 300 new employees joined the Koch Fertilizer family. New Risk • Aug 08
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$29m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$29m free cash flow). Dividend is not well covered by earnings and cash flows. Paying a dividend despite being loss-making. Paying a dividend despite having no free cash flows. Buy Or Sell Opportunity • Aug 06
Now 25% overvalued Over the last 90 days, the stock has fallen 5.0% to €24.48. The fair value is estimated to be €19.56, however this is not to be taken as a sell recommendation but rather should be used as a guide only. Revenue has declined by 52% over the last 3 years. Meanwhile, the company became loss making. Duyuru • Aug 05
Woodside Energy Group Ltd (ASX:WDS) reached an agreement to acquire 1.1 million metric tonnes Clean Ammonia project under construction in Beaumont, Texas from OCI N.V. (ENXTAM:OCI) for $2.4 billion. Woodside Energy Group Ltd (ASX:WDS) reached an agreement to acquire 1.1 million metric tonnes Clean Ammonia project under construction in Beaumont, Texas from OCI N.V. (ENXTAM:OCI) for $2.4 billion on August 5, 2024. Purchase price consideration of $2.35 billion is on cash-free, debt-free basis. Woodside will pay 80% of the Purchase Price to OCI at closing of the Transaction, with the balance of the Purchase Price payable at Project Completion. The Transaction is subject to customary closing conditions and receipt of OCI shareholder approval. OCI’s Board of Directors has approved the Transaction and has recommended that its shareholders approve the Transaction. The Transaction is expected to close in H2 2024. Project is forecasted to be free cash flow accretive on a cumulative basis.
Morgan Stanley & Co. International plc is serving as financial advisor to OCI on the Transaction. Allen Overy Shearman LLP and Vinson & Elkins LLP are acting as OCI’s legal advisors. Reported Earnings • Aug 04
Second quarter 2024 earnings released Second quarter 2024 results: Revenue: US$494.9m (down 64% from 2Q 2023). Net loss: US$106.1m (loss widened 17% from 2Q 2023). Revenue is forecast to grow 3.0% p.a. on average during the next 3 years, compared to a 4.7% growth forecast for the Chemicals industry in Europe. Reported Earnings • May 15
First quarter 2024 earnings released: US$0.45 loss per share (vs US$0.34 loss in 1Q 2023) First quarter 2024 results: US$0.45 loss per share (further deteriorated from US$0.34 loss in 1Q 2023). Revenue: US$513.0m (down 63% from 1Q 2023). Net loss: US$93.7m (loss widened 31% from 1Q 2023). Revenue is forecast to grow 28% p.a. on average during the next 3 years, compared to a 4.5% growth forecast for the Chemicals industry in Europe. Over the last 3 years on average, earnings per share has fallen by 51% per year but the company’s share price has increased by 6% per year, which means it is well ahead of earnings. New Risk • Mar 31
New minor risk - Financial position The company has a high level of debt. Net debt to equity ratio: 103% This is considered a minor risk. Having a high level of debt increases the company's balance sheet risk. The company has a higher interest repayment burden, leading to the need to allocate a greater amount of its earnings towards servicing the debt, potentially limiting growth options or shareholder distributions. It can also increase the risk of bankruptcy if business conditions deteriorate enough that the company can no longer meet its debt obligations. Currently, the following risks have been identified for the company: Major Risk Dividend is not well covered by earnings and cash flows. Paying a dividend despite being loss-making. Cash payout ratio: 239% Minor Risk High level of debt (103% net debt to equity). Reported Earnings • Mar 22
Full year 2023 earnings: EPS and revenues miss analyst expectations Full year 2023 results: US$3.71 loss per share (improved from US$4.15 loss in FY 2022). Revenue: US$1.96b (down 47% from FY 2022). Net loss: US$780.5m (loss narrowed 11% from FY 2022). Revenue missed analyst estimates by 3.3%. Earnings per share (EPS) also missed analyst estimates significantly. Revenue is forecast to grow 32% p.a. on average during the next 3 years, compared to a 4.6% growth forecast for the Chemicals industry in Europe. Over the last 3 years on average, earnings per share has fallen by 20% per year but the company’s share price has increased by 11% per year, which means it is well ahead of earnings. Reported Earnings • Feb 16
Full year 2023 earnings: Revenues miss analyst expectations Full year 2023 results: Revenue: US$1.96b (down 80% from FY 2022). Net loss: US$445.6m (down 136% from profit in FY 2022). Revenue missed analyst estimates by 3.3%. Revenue is forecast to grow 32% p.a. on average during the next 3 years, compared to a 3.4% growth forecast for the Chemicals industry in Europe. Over the last 3 years on average, earnings per share has increased by 31% per year but the company’s share price has only increased by 14% per year, which means it is significantly lagging earnings growth. Duyuru • Dec 18
Koch Fertilizer, LLC entered into a binding equity purchase agreement to acquire Iowa Fertilizer Company, LLC from OCI N.V. (ENXTAM:OCI) for $3.6 billion. Koch Fertilizer, LLC entered into a binding equity purchase agreement to acquire Iowa Fertilizer Company, LLC from OCI N.V. (ENXTAM:OCI) for $3.6 billion on December 18, 2023. The consideration consists of $3.6 billion on a cash free debt free basis, subject to a customary cash, debt and normalized level of working capital adjustment. Iowa Fertilizer Company, LLC team will join Koch Ag.
Consummation of the transaction remains subject to receipt of certain US antitrust approval, regulatory conditions and other customary closing conditions. The transaction is expected to close in 2024. Proceeds from this transaction will be used to significantly reduce holding company debt; a return of capital to shareholders will be considered within the context of OCI’s capital returns framework and alongside future investment in decarbonization growth opportunities. Morgan Stanley & Co. International plc is acting as financial advisor and Cleary Gottlieb Steen & Hamilton LLP is acting as its legal advisor to OCI. Barclays is serving as a financial advisor and Jones Day is acting as its legal advisor to Koch. Buying Opportunity • Dec 15
Now 26% undervalued after recent price drop Over the last 90 days, the stock is down 23%. The fair value is estimated to be €27.37, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 28% over the last 3 years. Meanwhile, the company became loss making. Reported Earnings • Nov 09
Third quarter 2023 earnings: EPS and revenues miss analyst expectations Third quarter 2023 results: US$0.56 loss per share (down from US$1.50 profit in 3Q 2022). Revenue: US$1.07b (down 54% from 3Q 2022). Net loss: US$117.9m (down 137% from profit in 3Q 2022). Revenue missed analyst estimates by 25%. Earnings per share (EPS) were also behind analyst expectations. Revenue is forecast to grow 1.0% p.a. on average during the next 3 years, compared to a 7.0% growth forecast for the Chemicals industry in the Netherlands. Over the last 3 years on average, earnings per share has increased by 43% per year but the company’s share price has only increased by 19% per year, which means it is significantly lagging earnings growth. Duyuru • Nov 06
OCI N.V. to Report Q3, 2023 Results on Nov 07, 2023 OCI N.V. announced that they will report Q3, 2023 results Pre-Market on Nov 07, 2023 New Risk • Oct 05
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Dutch stocks, typically moving 4.8% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risk Dividend is not well covered by earnings and cash flows. Payout ratio: 426% Cash payout ratio: 116% Minor Risks High level of debt (93% net debt to equity). Share price has been volatile over the past 3 months (4.8% average weekly change). Profit margins are more than 30% lower than last year (2.6% net profit margin). Major Estimate Revision • Sep 14
Consensus EPS estimates increase by 22% The consensus outlook for fiscal year 2023 has been updated. 2023 EPS estimate increased from US$1.08 to US$1.31. Revenue forecast steady at US$5.50b. Net income forecast to grow 83% next year vs 3.1% growth forecast for Chemicals industry in the Netherlands. Consensus price target broadly unchanged at €31.24. Share price rose 4.8% to €26.24 over the past week. Major Estimate Revision • Sep 01
Consensus EPS estimates fall by 26% The consensus outlook for fiscal year 2023 has been updated. 2023 EPS estimate fell from US$1.45 to US$1.08. Revenue forecast unchanged from US$5.49b at last update. Net income forecast to grow 76% next year vs 3.5% growth forecast for Chemicals industry in the Netherlands. Consensus price target of €31.01 unchanged from last update. Share price rose 4.8% to €23.43 over the past week. New Risk • Aug 04
New major risk - Dividend sustainability The dividend is not well covered by earnings and cash flows. Payout ratio: 426% Cash payout ratio: 117% Dividend yield: 26% This is considered a major risk. Companies that pay out too much of their earnings and cash flows are at risk of having to reduce or cut their dividend in future. If earnings or cash flows stagnate or fall, then there may not be enough to maintain the same dividend. Or in extreme cases, companies may opt to dig into capital reserves or take on debt to maintain the dividend. For dividend paying companies, any reduction in the dividend can significantly impact the share price. Currently, the following risks have been identified for the company: Major Risk Dividend is not well covered by earnings and cash flows. Payout ratio: 426% Cash payout ratio: 117% Minor Risks High level of debt (93% net debt to equity). Profit margins are more than 30% lower than last year (2.6% net profit margin). Reported Earnings • Aug 03
Second quarter 2023 earnings released: US$0.43 loss per share (vs US$2.27 profit in 2Q 2022) Second quarter 2023 results: US$0.43 loss per share (down from US$2.27 profit in 2Q 2022). Revenue: US$1.37b (down 52% from 2Q 2022). Net loss: US$90.4m (down 119% from profit in 2Q 2022). Revenue is expected to decline by 7.4% p.a. on average during the next 3 years, while revenues in the Chemicals industry in the Netherlands are expected to grow by 5.8%. Over the last 3 years on average, earnings per share has increased by 81% per year but the company’s share price has only increased by 32% per year, which means it is significantly lagging earnings growth. 
