Borouge, a leading petrochemical company that provides innovative and differentiated polyolefin solutions, will update the market today on the announcements by Abu Dhabi National Oil Company (ADNOC) and OMV Aktiengesellschaft (OMV) regarding their entry into a binding Framework Agreement for the proposed combination of Borouge and Borealis AG (Borealis) into Borouge Group International, and its acquisition of Nova Chemicals Corporation (Nova).

The company will hold an investor briefing, jointly with ADNOC and XRG to provide an update on the key highlights of the proposed transactions following the announcements by ADNOC and OMV on 4 March 2025.

Under the terms of the agreement, ADNOC and OMV will hold equal stakes of 46.94% in Borouge Group International, with joint control and equal partnership, with the remaining 6.12% in free float. This is subject to Securities and Commodities Authority (SCA) approval and assuming all existing Borouge free float shareholders accept to exchange their existing shares in Borouge into shares in Borouge Group International.

The proposed agreement assumes a primary cash injection of approximately €1.6 billion by OMV into Borouge Group International. The cash injection will be reduced accordingly upon closing due to adjustment of the equity value of Borouge and Borealis after expected dividend payments up to completion. The new entity will be listed on the Abu Dhabi Securities Exchange (ADX), subject to approval by the SCA and ADX. The proposed transactions are expected to be completed in Q1 2026, subject to regulatory approvals and other customary conditions.

Borouge Group International will also acquire Nova for US$13.4 billion (including debt), further expanding its footprint in North America. The acquisition would create a global polyolefins champion, set to be the world’s fourth largest by nameplate production capacity.

One of the key elements of the transactions is ADNOC and OMV’s agreement to recontribute the Borouge 4 expansion project at cost, estimated at US$7.5 billion. The project is expected to be re-contributed at cost once it becomes fully operational, by the end of 2026. Upon completion, Borouge 4 is expected to deliver an additional production capacity of 1.4 million tonnes per year and is projected to contribute a through-the-cycle EBITDA of approximately US$900 million per annum.

The final transaction will be under comprehensive review by the Borouge PLC Board of Directors. 

Hazeem Sultan Al Suwaidi, Borouge Chief Executive Officer, said: “The proposed combination of Borouge and Borealis, and the acquisition of Nova, presents a compelling growth opportunity. By combining the highly complementary strengths of three polyolefin leaders, world-class proprietary technologies, competitive feedstock, differentiated and premium product offering, direct access to growth markets, and leading circularity credentials, strategic and financial value across multiple dimensions are being created.”