Egyptian billionare tried to scam the retail investors and lost.

**TL;DR (this time no random biotech):** OCI (Euronext: OCI / OCI.AS) spent \~18 months selling big assets for real money... Then the controlling shareholder (Naguib Sawiris) tried to roll the company into his other company (Orascom Construction) via a share-swap in one big scam: he undervalued OCI and overvalued Orascom. The Dutch court just stopped the vote on the merger and appointed temporary and independent directors to check on whether retail investors got hosed. If the market stops pricing OCI like a controlled-family discount dumpster, you can get a quick return. FYI: this is my first DD, so bare with me here. **What OCI is (now):** OCI used to be a bigger fertilizer/methanol empire based in the Netherlands. However, they sold a lot of their assets. OCI produces nitrogen fertilizers (ammonia, urea, nitrates) and methanol. The company has roots in Egypt’s Orascom empire and still has a footprint in Egyptian fertilizer plants (though much was spun into Fertiglobe) . Over 2019–2025, OCI transformed via major asset sales and restructuring: **Receipts: OCI actually sold stuff for huge numbers** Below a list of everything they sold the last few years: * Sold **Fertiglobe stake** to ADNOC for **$3.62B**; ADNOC ended up at **86.2%** of Fertiglobe.  * Sold **Iowa Fertilizer Company (IFCO)** to Koch for **$3.6B**.  * Agreed to sell **Clean Ammonia project (Beaumont, TX)** to Woodside for **$2.35B**; **80% paid at close**, rest at project completion.  * Sold **methanol business to Methanex** for **$1.6B** (about **$1.3B cash + 9.9M Methanex shares**). OCI also said it intends to return **up to $1B** to shareholders during **2025 and early 2026**.  * Agreed to sell **Rotterdam ammonia terminal + distribution** to AGROFERT for **€290M** (closing expected H1 2026, approvals etc.).  So the 'is there value here?' part isn’t mysterious. The company has been liquidating chunks for years at prices the stock never fully respected. They are sitting on a pile of cash. The bull thesis centers on **unlocking the value of OCI’s remaining assets**. In September 2025, OCI announced a merger with **Orascom Construction PLC** (a UAE/Egypt-listed construction firm also majority-owned by Sawiris). The plan was to **combine OCI into Orascom** – effectively Orascom would acquire OCI via a share-swap (0.4634 Orascom shares for each OCI share) , creating a new Abu Dhabi–based infrastructure conglomerate. Management billed it as a transformative platform (anchored in Abu Dhabi’s capital markets) to pivot beyond fertilizers . **Importantly, this deal had no cash premium** for OCI holders – it valued OCI’s equity at \~$1.35 billion (per an “independent” valuation) and Orascom at $1.52 billion. Dutch investors’ association VEB sued. The Amsterdam court (Enterprise Chamber) just **blocked the shareholder vote**, installed **two temporary directors**, and ordered an investigation into whether the takeover was properly prepared and whether minority shareholders were being disadvantaged.  **Why it failed:** Minority investors cried foul immediately. Norbury Capital (4.5% owner) argued the merger severely undervalued OCI, estimating OCI’s worth *“at least €7.10 a share, far above its \~€3 price at announcement,”* and pointing out the conflict of interest with Sawiris on both sides. The deal essentially would force OCI shareholders into a different business (construction/infrastructure) on the Abu Dhabi Exchange, with **no takeover premium or cash:** [an “absurd” structure](https://www.dutchnews.nl/2026/01/investors-group-veb-challenges-oci-merger-plan-in-court/#:~:text=Under%20the%20proposal%2C%20OCI%20shareholders,Orascom%20for%20each%20OCI%20share) according to Dutch shareholders’ association VEB. They noted Orascom’s listing in Abu Dhabi/Egypt also has lower liquidity. In short, critics saw the deal as Sawiris effectively scooping up OCI’s assets on the cheap, sidelining minority rights. **Catalysts (aka: what makes line go up):** * Court process forces transparency / fairness improvements (or kills the deal).  * Cash arriving from pending transactions + potential distributions (OCI already guided up to $1B additional returns through early 2026).  * Woodside project completion payment (the back-end 20%).  and most importantly: **OCI’s equity NAV likely exceeds €1.2–1.5 billion** (\~€6–7 per share). Activist Norbury explicitly claims €7.10/share intrinsic value . Even Sawiris’s proposed exchange ratio valued OCI at \~$1.35 B (≈ €1.25 B) , which is \~€6/share. That's *double* the current price. In other words, the market is pricing OCI at a >50% discount to its breakup value. # My bet: now that the dutch court stopped the merger, sawiris will likely go forth with a cash offer of around 5-7 euros per share. Here’s the simple mental model: **OCI is basically a pile of sold assets + incoming cash + one remaining fertilizer business**, and the market keeps pricing it like a family-controlled trash heap because Sawiris tried to shove it into Orascom via a share-swap that looked like a value transfer. The Dutch Enterprise Chamber just slapped the “not so fast” button and dropped independent adults into the boardroom. That matters. What I think happens next (ranked from most to least likely): 1. **Deal comes back, but not as a zero-premium share-swap.** The court process forces OCI to run a real process: proper prep, independent scrutiny, and terms that don’t look like Sawiris buying a €7 asset for €3 with Monopoly money. If Sawiris still wants OCI, he has two options: * **Improve the exchange ratio massively**, or * **Stop playing games and bring a cash bag to the table.** 2. **Cash offer lands in the €5–€7 range.** It matches: * what activists publicly argued (**€7.10/share**) * what the prior deal implicitly valued OCI at (roughly **\~€6/share**) * the basic logic that if you want minorities to stop suing you, you pay them enough to stop caring. Sawiris needs to pays up to make the problem go away. 3. **If no buyout: the company becomes a value-unlock machine anyway.** The pending cash inflows close, OCI pays more special distributions, maybe sells or “strategically reviews” the remaining business, and the market slowly re-prices the stock closer to reality. Less exciting, still profitable. Why I like the setup: * **Court intervention changes incentives.** When a judge installs independent directors, that basically means Sawiris needs to play fair and square. * **NAV math.** Whether Sawiris likes it or not, OCI has already sold huge assets for real money. There's a lot of cash in the company. How I’m thinking about upside/downside: * **Upside:** €5–€7 buyout / rerate = **\~+57% to +119%** from €3.19. That’s the kind of move that turns “first DD” into “unfortunately I’m confident now.” * **Downside:** The stock can still get stuck if this drags on and fertilizer pricing rolls over. But you’re not buying a story with zero assets—you’re buying a company that’s been actively converting itself into cash and distributions. Position: **8,000 shares @ €3.19 average.** Not financial advice.