OCI Global  has struck a deal to sell a 50% stake in its nitrogen business OCI Nitrogen to Czech industrial group AGROFERT, marking a significant step in its ongoing portfolio reshaping in the European fertiliser market.

 

Under the agreement, OCI will divest half of its interest in Nitrogen Intermediate Holding B.V., which fully owns OCI Nitrogen, in an initial transaction expected to close in the second half of 2027, pending regulatory and shareholder approvals.

 

The deal also includes a put/call option structure that could see AGROFERT acquire the remaining 50% stake from OCI starting in 2029, based on a valuation formula tied to a 7x multiple of average adjusted EBITDA over the preceding two years.

 

OCI CEO Hassan Badrawi said the transaction followed an extensive process and delivers a strong strategic outcome for the business.

 

“This agreement reflects a disciplined outcome following a comprehensive and multi-year process involving a broad range of counterparties. Against that backdrop, we are confident that the transaction is a compelling strategic outcome for OCI Nitrogen, and the best achievable outcome for OCI and its stakeholders. 

 

"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, while also advancing toward the completion of OCI’s strategic transactions in this space.”

 

In the first stage, OCI will sell 50% of OCI Nitrogen for a consideration equal to 50% of €110 million, subject to net debt and transaction adjustments. Once completed, AGROFERT will assume operational control, including majority board representation, while OCI retains a 50% economic interest and standard minority protections.

 

A second phase gives either party the option to acquire full ownership beginning two years after closing. The final price would be determined using a 7x EBITDA multiple applied to half of the business’s two-year average adjusted EBITDA, with customary adjustments for debt and non-recurring items.

 

OCI Nitrogen’s standalone performance highlights both volatility and cyclical strength in the fertiliser market. The business generated €105 million in EBITDA over the last twelve months to April 2026, boosted by €43 million in Q1 2026 amid strong nitrogen pricing conditions.

 

However, the company cautioned that recent performance is not a reliable indicator of normalised earnings, citing unusual geopolitical conditions and resulting price swings. Average EBITDA over 2024–2025 stood at €41 million.

 

Net debt for OCI Nitrogen is expected to be around €100 million ahead of the first potential exercise date for the put/call option.

 

The transaction positions AGROFERT as a long-term industrial owner of a key European nitrogen asset, while OCI continues its broader strategy of streamlining and monetising parts of its portfolio.