Methanex buys OCI Global's methanol business for $2.06 B
9/9/2024 3:00:00 PM
- OCI Global has entered into a binding equity purchase agreement for the sale of 100% of its equity interests in its Global Methanol Business (OCI Methanol) to Methanex Corporation.
- Purchase price consideration of $2.05 B on a cash-free and debt-free basis following a competitive process.
- The Transaction Consideration will be paid through a combination of approximately $1.15 B of cash (taking into account expected net indebtedness) subject to customary closing adjustments, and the issuance of 9.9 million of common shares of Methanex. The Methanex shares provide OCI with the opportunity to participate in potential upside from the Transaction such as improvements in operations of the combined business and potential improvements in the methanol industry cycle. OCI is expected to become an approximately 13% shareholder, and the second largest shareholder in Methanex following the Transaction.
- The Transaction is expected to close in the first half of 2025 subject to satisfaction of certain regulatory approvals, customary closing conditions, and receipt of OCI shareholder approval. OCI's Board of Directors has approved the Transaction and has recommended that its shareholders approve the Transaction. An agreement to vote for the Transaction has been signed by the largest shareholder of OCI with an interest of approximately 39% in the Company.
- Proceeds from the Transaction will be considered alongside expected proceeds from OCI's previously announced divestitures in IFCo, Fertiglobe and OCI Clean Ammonia. Cumulatively, the divestitures are expected to crystallize approximately $11.6 B of gross proceeds for OCI and will afford the Company considerable flexibility to unlock value for all its stakeholders. Proceeds will be prioritized to significantly reduce OCI holding company gross debt and to return capital to shareholders. Future guidance on OCI's capital allocation framework will be provided in due course.
OCI Global announced that it has reached an agreement for the sale of 100% of its equity interests in its Global Methanol Business to Methanex Corporation for a total consideration of $2.05 B on a cash-free and debt-free basis.
Transaction details
- Under the proposed Transaction, Methanex will acquire 100% of the equity interests in OCI Methanol, comprising 100% of OCI's US and European methanol assets respectively. OCI Methanol is indirectly owned 85% by OCI and 15% by its partners Alpha Dhabi Holding PJSC and ADQ.
- The Transaction Consideration will be paid through a combination of approximately $1.15 B of cash (taking into account net indebtedness) subject to customary closing adjustments, and the issuance of 9.9 million of common shares of Methanex. Based on a price of $45 per share, Methanex share consideration of 9.9 million is valued at USD 450 million, resulting in OCI ownership in enlarged Methanex of approximately 13 per cent. Financing is not a condition precedent for the Transaction.
- The sale of OCI Methanol's indirect 50% stake in the Natgasoline LLC joint venture as part of the Transaction is subject to the resolution of a lawsuit filed in the Delaware Court of Chancery by Proman (CEL), which indirectly owns the remaining 50% stake in Natgasoline. Forty percent of the gross Transaction Consideration and 23% of the net Transaction Consideration (taking into account net indebtedness) - or 23% of the implied equity value - is attributable to Natgasoline. OCI believes that Proman's claims are without merit.
- The Transaction is expected to close in the first half of 2025 subject to satisfaction of certain regulatory approvals, customary closing conditions, and receipt of OCI shareholder approval. OCI's Board of Directors has approved the Transaction and has recommended that its shareholders approve the Transaction. An agreement to vote for the Transaction has been signed by the largest shareholder of OCI with an interest of approximately 39 percent in the Company.
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