OCI to sell 50% of Geleen nitrogen arm to Agrofert in staged exit

OCI Global has agreed to sell 50% of its remaining operating business, OCI Nitrogen in Geleen, to Czech group Agrofert in a staged transaction that paves the way for a full exit from European fertilizer production. The deal builds on OCI’s earlier disposals, detailed in a previous article on its strategic sell‑off and exit from Methanex, which together have raised around $11.6 billion since 2023 and left the Amsterdam‑listed producer focused on completing its divestment programme.

Under the agreement, OCI will divest half of Nitrogen Intermediate Holding B.V., which owns 100% of OCI Nitrogen, for a purchase price based on 50% of €110 million ($119 million), subject to net debt and transaction cost adjustments. Completion of this initial transaction is targeted for the second half of 2027, pending regulatory clearances and approval by OCI N.V. shareholders at an extraordinary general meeting. Once closed, Agrofert will take operational control of the Geleen business, including majority board representation, while OCI retains a 50% economic interest and standard joint‑venture protection rights.

The deal includes a put/call option that allows either party to trigger the sale of the remaining 50% stake from two years after closing. The price for that second tranche will be set at a 7x multiple of the average pro‑forma adjusted EBITDA for the prior two years, with customary net debt adjustments at closing. On a standalone, adjusted basis, OCI Nitrogen generated €105 million ($114 million) of EBITDA in the 12 months to April 2026 and averaged €41 million ($44 million) across 2024–2025, although the company has cautioned that the strong Q1 2026 performance is not indicative of a long‑term run‑rate.

Net debt at OCI Nitrogen is expected to be around €100 million ($108 million) in the run‑up to the earliest put/call date, giving fertilizer market participants a clearer view on leverage and future valuation metrics. Chief executive Hassan Badrawi said the agreement “reflects a disciplined outcome following a comprehensive and multi‑year process involving a broad range of counterparties” and called it “the best achievable outcome for OCI and its stakeholders.” He added that 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.”

The transaction follows a string of sales covered in our article of 22 April, including Fertiglobe, Iowa Fertilizer Company, OCI Methanol, the Beaumont clean ammonia project and Ammonia Holding, as well as the disposal of OCI’s entire Methanex stake. That sequence leaves Geleen – Europe’s second‑largest integrated nitrates fertilizer site and the world’s largest melamine producer – transitioning into a jointly owned platform under Agrofert’s operational control, even as OCI moves closer to drawing a line under its fertilizer portfolio.