6 December 2016

OCI N.V. Makes Offer To Acquire All Publicly Held Common Units Of OCIP

OCI N.V. (Euronext: OCI) (“OCI”) today announced that it has submitted a proposal to the board of directors of OCI Partners LP (NYSE: OCIP) (“OCI Partners”) to acquire all publicly held common units of OCI Partners in exchange for OCI N.V. shares. OCI currently owns 79.88% of issued and outstanding common units of OCI Partners.

OCI is proposing an exchange ratio of 0.5200 OCI N.V. shares for each publicly-held unit of OCI Partners, (the “Exchange Ratio”), as part of a transaction that is to be effected through a merger of OCI Partners with a wholly-owned subsidiary of OCI. In exchange, OCI will offer 9.10 million newly issued OCI N.V. shares, to be admitted to listing on Euronext Amsterdam, representing approximately 4% of total OCI shares currently outstanding. The proposed Exchange Ratio represents a value of $7.80 per unit to OCI Partners minority shareholders, or a 8.3% premium over the closing price of OCI Partners common units as of 5 December 2016 and a 25.6% premium over the 30 trading day average OCI Partners/OCI exchange ratio as of 5 December 2016.

The proposed transaction is subject to approval of a definitive agreement by the board of directors of OCI N.V., the board of directors of the general partner of OCI Partners (the “OCIP Board”) and a Conflicts Committee to be established by the OCIP Board, and would be subject to customary closing conditions. There can be no assurance that a definitive agreement will be executed or that any transaction will materialize.

Nassef Sawiris, Chief Executive Officer of OCI N.V. commented: “We believe the proposed transaction is attractive to minority investors in OCI Partners who, as new OCI N.V. shareholders, would have the opportunity to diversify from single-asset equity ownership to a leading global methanol and fertilizer producer. OCI has significant growth prospects with the start-up of two new world-scale greenfield facilities in the United States: a fertilizer complex in Wever, Iowa, and a methanol plant in Beaumont, Texas, adjacent to the facility owned by OCI Partners. In addition, it allows unitholders to benefit from the significantly better trading liquidity of the OCI N.V. share compared to OCI Partners. For OCI N.V. shareholders, the proposed transaction allows for simplification of the group’s corporate structure, greater operational synergies, including the removal of public listing costs and addresses concerns over the attractiveness of Master Limited Partnerships (MLPs) as an asset class in an environment of rising interest rates and potential changes in US tax regulations.”



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