Orascom Construction has reached a formal agreement with OCI Global for a proposed merger that will create a major Abu Dhabi-based infrastructure and investment platform with greater scale, diversification and access to growth opportunities.
The deal, approved by Orascom Construction’s Board of Directors and now subject to shareholder approval, will bring together two companies with decades of experience developing large-scale projects and sector-leading platforms.
Under the agreement, the combined entity will unite Orascom Construction’s engineering, procurement and construction expertise with OCI’s track record in building and monetising businesses across complementary verticals. The merger is designed to enhance the group’s ability to develop concessions and invest in infrastructure at a larger scale, supported by a stronger balance sheet and improved funding capacity.
Strategic merger strengthens Orascom platform
According to the companies, the new platform will be able to deploy more than US$1 billion in equity into future projects, targeting risk-adjusted returns and recurring income streams.
The combined organisation will operate with three strategic pillars: Orascom Infrastructure, Orascom Construction and Orascom Capital. Together, the companies have completed equity and debt transactions totalling US$891 billion over the past three decades across global markets, a track record both sides say demonstrates their ability to create value and build major businesses.
Osama Bishai, Chief Executive Officer and Director of Orascom Construction, said: “We have, over decades, continuously evolved to create new opportunities, unlock value and deliver returns for our shareholders. Bringing Orascom Construction and OCI together marks another step in this journey, recreating a powerful platform that has proven its ability to rapidly build large-scale businesses across industries and geographies.”
The board has appointed BDO Chartered Advisors and Accountants UAE as an independent valuer to determine fair value ranges and derive an exchange ratio. Based on an equity value of US$1.52 billion for Orascom Construction and US$1.35 billion for OCI, both parties agreed an exchange ratio of 0.4634 Orascom Construction shares for each OCI share.
Upon completion, the Cairo-headquartered company’s shareholders will hold 53 per cent of the combined company and OCI shareholders the remaining 47 per cent.
The merger will proceed through a structured demerger of OCI’s assets into a new entity, MergeCo, which will then be transferred to Orascom Construction in exchange for newly issued shares. These shares will subsequently be distributed to OCI shareholders before OCI is liquidated and delisted from Euronext Amsterdam. The surviving entity, renamed “Orascom”, will remain listed on ADX and EGX.
Nassef Sawiris will serve as Non-Executive Chair of the combined entity, with full board and executive management appointments to be announced prior to closing.
Extraordinary General Meetings for both companies will take place in January 2026, with the distribution of new shares expected in the first half of the first quarter of 2026.
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