Orascom Construction Industries, Cairo, said Feb. 21 that it has signed an agreement with United Arab Emirates-based Abraaj Capital (Abraaj), the leading regional private equity firm, which has agreed to merge its fertilizer production operations under OCI for a combined cash and shares equity consideration of approximately US $1.59 billion. OCI will also assume $1.1 billion in net debt.
Orascom will pay $874.5 million in cash and issue approximately 12.77 million new OCI shares through a capital increase to Abraaj. Following the capital increase, Abraaj will be a 5.95 percent shareholder in OCI. Abraaj will have one seat on OCI’s board of directors and will be held by Arif Naqvi, vice-chairman and CEO of Abraaj Capital.
Abraaj’s has a 100 percent controlling stake in Egyptian Fertilizers Co. (EFC), a free zone company, which includes a 20 percent stake, already indirectly held by OCI. EFC has an annual production capacity of 1.27 million mt of ammonia/ urea, which will increase to 1.47 million mt by 2010 following the implementation of a debottlenecking project. An Uhde/OCI consortium also constructed the two ammonia/urea production lines at EFC in 2000 and 2006 in Ain Sokhna, which is located adjacent to the EBIC plant in the Suez Industrial Development Park, an 8.8 million square meter industrial park managed by OCI on a concession basis.
EFC owns a 20 percent stake in Notore Chemical Industries Ltd. (NCIL), which owns an ammonia/urea production plant in Nigeria with an annual production capacity of 500,000 mt. The plant is currently being rehabilitated and is expected to restart production during mid-2008. ECI says NCIL has sufficient gas allocation for an additional two ammonia/urea production lines.
Abraaj also has a strategic alliance with UAE-based Dana Gas PJSC, the Middle East’s largest private sector natural gas company – which is currently active in gas exploration, production, transportation and marketing in the region, including in Egypt, the Kurdistan region of Iraq, and the UAE. Dana Gas’ strategic alliance with Abraaj Capital envisages negotiating possible future gas supply agreements for fertilizer plants and other gas-intensive industries.
OCI’s current investments in ammonia and nitrogen-based fertilizers include a 30 percent stake in Egyptian Basic Industries Corp. (EBIC) in partnership with Kellogg Brown & Root (KBR) and the government-owned Egyptian General Petroleum Company (EGPC) which is scheduled to commission a greenfield ammonia production plant with an annual capacity of 800,000 mt during the second half of 2008. A KBR/OCI consortium is constructing the plant which is located in Ain Sokhna adjacent to the Sokhna Port on the Red Sea. KBR is the provider of the process technology.
OCI’s investments also include a 51 percent stake in Sorfert Algeria in partnership with state-owned oil & gas conglomerate Sonatrach (49 percent shareholder) which is currently constructing north Africa’s largest urea/ammonia production complex, with an annual production capacity of 1.3 million mt of ammonia/urea and 800,000 million mt of ammonia. The production complex is scheduled for commissioning during the end of 2010. An OCI/Uhde consortium is currently constructing the new complex which is located 60 km from the Mediterranean coast near three major Algerian ports. Uhde is the supplier of the process technology.
OCI says the merger will make its fertilizer group one of the world’s top five producers of nitrogen fertilizer and ammonia with a total combined annual capacity of 4.2 million mt by 2010.