ADNOC and OCI Global Forge Agreement for Fertiglobe Acquisition 

With legal oversight from Adnoc’s Chief Legal Officer, Marwan Naim Nijmeh and Maud de Vries, Chief Legal and. Human Capital Officer at OCI Global, Abu Dhabi National Oil Company (ADNOC) and OCI Global (OCI) have officially entered into a Sale and Purchase Agreement (SPA) for the acquisition of OCI’s entire majority shareholding in Fertiglobe. The transaction, worth AED 13.28 billion ($3.62 billion), is slated to position ADNOC as the majority shareholder in Fertiglobe, marking a significant milestone for both entities. 

Fertiglobe, listed on the Abu Dhabi Securities Exchange (ADX), stands as one of the world’s largest seaborne exporters of urea and ammonia. As the largest nitrogen 

fertilizer producer in the Middle East & North Africa, Fertiglobe has emerged as a key player and an early mover in sustainable ammonia. The company boasts production facilities strategically located in Egypt, Algeria, and the UAE. 

This strategic acquisition aligns with ADNOC’s ambitious chemicals strategy and its overarching vision to establish a global growth platform for ammonia. Acknowledged as a pivotal lower carbon fuel and hydrogen carrier, ammonia is anticipated to play a crucial role in the ongoing energy transition. 

For Fertiglobe, this transaction serves as a catalyst for future growth plans, empowering the company to expedite the pursuit of new market and product opportunities. The focus on clean ammonia as an emerging fuel and hydrogen carrier is set to expand, consolidating Fertiglobe’s position as a trailblazer in sustainable practices within the industry. 

Under the terms of the agreement, ADNOC is set to acquire OCI’s 50% + 1 share stake in Fertiglobe at a per-share price of AED 3.20. The total purchase price amounts to AED 13.28 billion ($3.62 billion). The SPA also incorporates an earn-out mechanism for FY2024 and FY2025, linked to commodity pricing and Fertiglobe’s free cash flow performance during the relevant period. 

Building on their longstanding strategic partnership, ADNOC and OCI have signed a Memorandum of Understanding (MoU) to explore potential cooperation in future growth opportunities. This collaboration includes initiatives related to ammonia imports into Europe and product distribution. Both companies, well-versed in the critical role ammonia plays in global decarbonization and energy transition, aim to leverage their strengths in pursuing opportunities in these crucial areas. 

Cleary Gottlieb Steen & Hamilton is serving as the legal advisor to OCI in this significant transaction. The deal is anticipated to conclude in 2024, subject to the fulfilment of all necessary legal and regulatory conditions, including anti-trust approvals.