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Investing.com -- Austrian oil and gas company OMV and the Abu Dhabi National Oil Company (ADNOC) have agreed on key commercial terms to combine their polyolefins businesses, Borealis and Borouge, into a new joint venture (JV) named Borouge Group International.
The JV will be co-owned by both parties, with each holding a 46.94% stake. The remaining 6.12% will be offered as a free-float to Borouge shareholders.
To maintain this shared ownership structure, OMV will inject €1.608bn into the JV. This amount is subject to reduction by dividends paid out until the transaction’s completion, which is expected to take place in 2026.
The JV has also agreed to acquire NOVA Chemicals, which is indirectly owned by Mubadala, for $9.377bn. This acquisition is subject to regulatory approval. Mubadala will initially transfer NOVA to ADNOC, and the purchase will be financed by bridge-financing.
This will later be refinanced, including through a capital increase of up to $4bn. OMV and ADNOC are not expected to participate in this capital increase, which will lead to an increase in the JV’s free float.
Borouge Group will be headquartered in Austria and will be listed on the Abu Dhabi stock exchange, with plans for a later listing in Vienna.
ADNOC will have the right to appoint the chairperson of the supervisory board, while the Executive Board will be appointed unanimously by both parties based on merit. To facilitate the integration of NOVA, ADNOC will temporarily be granted certain special rights.
OMV’s cash injection of $1.6bn is slightly lower than the €1.7bn that was discussed last year.
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