Key Takeaways
- OCI Global has agreed to sell a 50% equity stake in OCI Nitrogen to AGROFERT for EUR 55 million, subject to net debt and transaction expense adjustments.
- The deal includes a put/call option for the remaining 50% stake, exercisable from two years after closing at a 7x multiple of two-year average pro-forma adjusted EBITDA.
- AGROFERT will assume operational control of OCI Nitrogen post-closing, including majority board representation, while OCI retains a 50% economic interest.
- Completion of the initial transaction is expected by H2 2027, pending regulatory and shareholder approvals.
- OCI Nitrogen generated EUR 105 million in adjusted EBITDA over the twelve months to April 2026, though Q1 2026 was elevated by unusual market conditions and should not be viewed as run-rate performance.
OCI Global Agrees to Sell 50% of OCI Nitrogen to AGROFERT
OCI Global (Euronext: OCI) has reached an agreement to divest a 50% equity interest in Nitrogen Intermediate Holding B.V., the parent entity of its OCI Nitrogen business, to AGROFERT, a European nitrogen products manufacturer. The initial transaction values OCI Nitrogen at EUR 110 million in total, with OCI receiving EUR 55 million for its half-stake, subject to net debt and transaction expense adjustments at closing.
The deal advances OCI's efforts to reshape its portfolio of nitrogen and fertilizer assets. On completion, AGROFERT will assume operational control of OCI Nitrogen and hold majority board representation, while OCI retains a 50% economic interest alongside standard joint venture protections.
“This agreement reflects a disciplined outcome following a comprehensive and multi-year process involving a broad range of counterparties,” said Hassan Badrawi, Chief Executive Officer of OCI Global. “Placing the business with a strategic owner with a strong industrial footprint in European nitrogen markets supports long-term continuity for the asset, its employees and customers, and provides an appropriate platform for OCI Nitrogen's future development.”
Transaction Timeline and Put/Call Option
Completion of the initial transaction is targeted for H2 2027, subject to regulatory approvals and shareholder sign-off at an extraordinary general meeting. The agreement also includes a put/call option on OCI's remaining 50% stake, exercisable by either party from two years after the initial close. The option price would be determined by a 7x multiple applied to 50% of the two-year average pro-forma adjusted EBITDA preceding exit, subject to net debt adjustments at closing.
OCI Nitrogen Financial Snapshot
On a standalone basis, OCI Nitrogen generated EUR 105 million in adjusted EBITDA over the twelve months to April 2026, compared with an average of EUR 41 million across 2024 and 2025. OCI notes that Q1 2026 alone contributed EUR 43 million, boosted by elevated nitrogen prices tied to an unusual geopolitical environment, and cautions against treating that quarter as indicative of ongoing performance. Net debt at OCI Nitrogen is expected to be approximately EUR 100 million around the first anticipated put/call option date.
