$OMV (+0%) News
Publication of inside information pursuant to Art 17 MAR
March 3, 2025
OMV $OMV (+0%) and ADNOC have today agreed on the key commercial terms for a combination of their polyolefins businesses. This agreement provides for the combination of Borealis and Borouge under a new, jointly controlled joint venture company. The new company will provide OMV and ADNOC with a common platform for potential growth acquisitions in the polyolefins sector and will be named Borouge Group International.
OMV and ADNOC have also agreed on the key terms for a purchase of all shares in NOVA Chemicals by the joint venture company for a purchase price of USD 9.377 bn. from Nova Chemicals Holding GmbH, a wholly-owned subsidiary of Mubadala Investment Company PJSC, pursuant to a purchase agreement agreed between ADNOC and Mubadala to be entered into by ADNOC as purchaser and, subject to the satisfaction of certain regulatory and other conditions, to be transferred to a subsidiary of the new joint venture company and to result in the acquisition of NOVA Chemicals by the joint venture company.
OMV and ADNOC are expected to have equal ownership and joint control of the joint venture company. It is intended that OMV will make a capital contribution to the joint venture company (determined as of the reference date January 1, 2025) in the amount of EUR 1.608 bn, which will be reduced by dividends paid until the closing of the transaction (currently expected for 2026).
The joint venture company is to be listed on the Abu Dhabi Stock Exchange with the intention of a later listing on the Vienna Stock Exchange. The joint venture company is to have its registered office and group headquarters in Austria. ADNOC has the right to appoint the chairman of the supervisory board of the joint venture company. The Management Board is to be appointed unanimously by both parties on the basis of qualifications. In order to facilitate synergy and integration, in particular with regard to NOVA Chemicals, ADNOC is to be temporarily granted certain special rights.
The current free float shareholders of Borouge plc shall be offered shares in the new joint venture company; in the event that all such free float shareholders accept this offer, the shareholding structure of the joint venture company would be as follows: 46.94% of the shares would be held by OMV and ADNOC respectively and 6.12% of the shares would be in free float.
The acquisition of NOVA Chemicals by the joint venture company is to be financed through a bridge financing, which is subsequently to be refinanced, inter alia, through a capital increase with a currently expected volume of up to USD 4 bn, in which OMV and ADNOC are not expected to participate, thereby increasing the free float of the joint venture company.
The signing of the relevant contractual documents (in particular a framework agreement and an agreement regarding the acquisition of NOVA Chemicals by the future joint venture company) is expected to take place in the course of today.
OMV's existing dividend policy is expected to remain unchanged until the closing of the potential transaction, i.e. at least for the financial year 2025, and it is planned to review it for possible adjustments thereafter in order to continue to enable attractive distributions to shareholders.
The Potential Transaction is subject to, among other things, (i) the signing of the relevant contractual documentation (which is subject to the approval of OMV's Supervisory Board), (ii) negotiations and agreement with ADNOC on the Implementation Agreements, (iii) approvals of the Implementation Agreements by OMV's Executive Board and ADNOC's corporate bodies, and (iv) approvals (such as merger control clearances) by authorities.