Court rejects investigation into OCI's departure
The Enterprise Chamber sees no grounds for an inquiry, while shareholders will vote at the end of October on the combination with Orascom.
The Enterprise Chamber of the Amsterdam Court of Appeal is not launching an investigation into OCI's policy. The proposed combination with Orascom Construction therefore remains on track, although shareholders still have to vote on the transaction that could see OCI disappear from Euronext Amsterdam.
The case was brought by a group of minority shareholders. They believed the decision-making over OCI's sale and restructuring could disproportionately disadvantage them and asked the Enterprise Chamber to investigate the policy pursued.
In January, the court provisionally ruled that there were legitimate reasons to doubt the care taken in the decision-making. Temporary directors were therefore appointed and the further implementation of the plans was made subject to additional oversight. In Wednesday's ruling, the Enterprise Chamber sees insufficient grounds to order a formal investigation.
OCI wants to place almost all its activities in a combination with Orascom Construction. Under the structure published earlier, shareholders will receive shares in the combined company, after which OCI will be liquidated and disappear from Euronext Amsterdam. The new company will be listed outside the Netherlands.
According to OCI, the shareholders' meeting at which the combination will be put to a vote is scheduled for 30 October 2026. The Enterprise Chamber says the general meeting is expected to consider the transaction before the end of the year. The court has therefore not itself approved the transaction; the shareholders' decision and other conditions remain necessary.
For minority shareholders, the dispute is about more than the stock-market listing. They fear that a Dutch-listed company will be exchanged for a structure in which they have less protection or less straightforward access to the market. OCI, by contrast, has argued that the combination and the alternative cash offer provide options for unlocking value for shareholders.
The ruling makes the legal process clearer, but does not remove the economic risk for investors. The value of their eventual interest depends on the vote, the execution of the transaction and the terms of the cash offer. For the Dutch market, the case could mean the departure of a familiar listed name and yet another reduction in the base of listed companies.
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The legal ruling and the proposed transaction are based on primary sources from Rechtspraak and OCI. The text distinguishes between rejecting an investigation and the stock-market departure, which has not yet been completed.
- confirmed The Enterprise Chamber is not launching an investigation into OCI's policy. — Rechtspraak published this on 7 October 2026. source
- confirmed OCI and Orascom Construction want to combine their activities and then liquidate OCI and remove it from Euronext Amsterdam. — The structure is set out in OCI's strategic combination. source
- confirmed The shareholders' meeting is scheduled for 30 October 2026. — Mentioned on OCI's official page about the strategic combination. source
Editor's note
The Enterprise Chamber's ruling and the planned shareholders' meeting have been directly confirmed. OCI's departure from Euronext still depends on further decisions and conditions and has therefore not been described as completed.Sources
- Ondernemingskamer: geen onderzoek bij beursonderneming OCI — Rechtspraak
- Strategic Combination — OCI Global
- OCI publishes Position Statement and convenes Extraordinary General Meeting — OCI Global