Abu Dhabi National Oil Company entered into agreement to acquire 50% stake in Fertiglobe plc (ADX:FERTIGLB) from Oci Fertilizers Bv and others for approximately AED 13.3 billion on December 15, 2023. 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 purchase price paid of AED 3.20 per share represents an 8% premium to Fertiglobe?s undisturbed price 1 and a 25% premium to the price at Initial Public Offering (?IPO?). Under the terms of the Agreement, ADNOC will purchase OCI?s 50% + 1 share stake in Fertiglobe at a price of AED 3.20 per share, representing a total purchase price of AED 13.28 billion ($3.62 billion).The purchase consideration additionally includes 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 i.e., the SPA also incorporates an earn-out mechanism for FY2024 and FY2025, linked to commodity pricing and the free cash flow performance of the Fertiglobe business during the relevant period. OCI will convene an extraordinary general meeting of shareholders to request approval of the transaction in due course.

The transaction is subject to the completion of all necessary legal, regulatory conditions and anti-trust approvals and is expected to close in 2024. Casper Nagtegaal of De Brauw Blackstone Westbroek N.V. and Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to OCI.