meed-logo

line1 line2 line3
SIGN IN / REGISTER

Adnoc and OMV agree $60bn Borouge-Borealis merger deal

4 March 2025

Abu Dhabi National Oil Company (Adnoc) and Austrian energy company OMV have agreed the terms of a binding framework agreement for a proposed combination of their shareholdings in Abu Dhabi’s Borouge and Austria-based chemicals producer Borealis.

Adnoc has also entered into a share purchase agreement with Canada-based Nova Chemicals Holdings, an indirectly wholly-owned company of Abu Dhabi’s sovereign wealth institution Mubadala Investment Company, for 100% of Nova Chemicals Corporation (Nova).

Adnoc and OMV have also agreed that upon completion of the planned merger of Borouge and Borealis, the new entity – which will be known as Borouge Group International – will acquire Nova for $13.4bn including debt, further expanding its footprint in North America.

The acquisition, together with the recontribution of the upcoming Borouge 4 petrochemicals project in Abu Dhabi, will create a major polyolefins producer, valued at over $60bn, which will be the world’s fourth-largest by nameplate production capacity.

Borouge Group International is intended to be headquartered and domiciled in Austria, with regional headquarters in the UAE. In addition, Borouge Group International will hold corporate hubs in Canada’s Calgary, Pittsburgh in the US and Singapore.

The combination of Borouge and Borealis, and the acquisition of Nova, are expected to complete in the first quarter of 2026, subject to regulatory approvals and other customary conditions, Adnoc said.

“The agreement strengthens the close collaboration and strategic partnership between Adnoc and OMV,” the Abu Dhabi energy giant said in a statement.

Financial terms of the agreement

Borouge Group International will be listed on the Abu Dhabi Securities Exchange (ADX), subject to approval by the UAE Securities & Commodities Authority (SCA) and ADX.

Under the terms of their agreement, Adnoc and OMV will hold equal stakes of 46.94% in Borouge Group International, with joint control and equal partnership. The remaining 6.12% will be in free float, subject to SCA approval and assuming all existing Borouge free float shareholders agree to exchange their existing shares in Borouge for shares in Borouge Group International.

Upon completion of the deal, Adnoc will transfer its stake in Borouge Group International to XRG, its newly-formed investment company that focuses on low-carbon energy sources and the global chemicals value chain.

The acquisition implies a multiple of approximately 7.5 times forward through-the-cycle earnings before interest, taxes, depreciation and amortisation (Ebitda), and is expected to be debt financed through the capital markets. 

Borouge Group International is expected to raise up to $4bn of primary capital in 2026, to achieve relevant MSCI index inclusion and secure an investment-grade credit rating, with a target through-the-cycle net leverage of up to 2.5 times Ebitda.

The proposed agreement assumes a primary cash injection of €1.6bn ($1.67bn) 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.

Paris-headquartered Rothschild & Co acted as the lead financial advisor to OMV on this transaction.

ALSO READ: Adnoc makes $16.3bn takeover offer for German chemicals firm

Borouge 4 – which is the fourth expansion phase of Borouge’s petrochemicals complex in Ruwais Industrial City – is likely to be among the key growth drivers, with projected recontribution by the end of 2026, when the estimated $6.2bn project is expected to be commissioned.

Recontribution of Borouge 4, when fully operational, is expected to be at a cost of approximately $7.5bn including debt, and accretive to operating cash flows and dividends per share, with an estimated through-the-cycle Ebitda of approximately $900m.

“The proposed transactions are expected to unlock significant value for shareholders through the realisation of operational and commercial synergies, improved global market access, accelerated rollout of new innovations, and sharing and scaling of advanced technologies,” Adnoc said.

The majority shareholders estimate synergy potential of about $500m additional run-rate Ebitda, with 75% expected to be realised within three years from the completion of the merger.

Borouge Group International is expected to generate a through-the-cycle Ebitda of more than $7bn a year.

Supported by this stronger cash flow generation, the company’s dividend policy will be based on a 90% payout ratio, with potential upside for distribution based on free cash flow generation. The company will aim to maintain a minimum annual payout of 16.2 fils ($0.04) a share, representing a minimum 2% accretion against Borouge’s targeted full-year 2024 dividends per share.

Production portfolio

When operational, Borouge Group International is expected to have a combined polyolefins nameplate production capacity of approximately 13.6 million tonnes a year (t/y), including current organic polyolefin growth projects.

Borouge will be the biggest contributor to the new entity in terms of polyolefins production potential, with the company’s output increasing to 6.4 million t/y when the Borouge 4 facility is commissioned in 2026.

Nova is a leading polyethylene producer in North America, with an output capacity of 2.6 million metric t/y of polyethylene, and 4.2 million metric t/y of ethylene.

Borealis is on course to increase its production capability to 600,000 t/y this year, with the company expecting output to rise three-fold to 1.8 million t/y by 2030, when planned acquisitions and projects are completed.

“Borouge Group International will combine the highly complementary strengths of three polyolefin leaders, including competitive feedstock, differentiated and premium quality product offering, direct access to growth markets, world-class technologies and leading circularity credentials,” Adnoc said in its statement.

The proposed entity will also benefit from “an extensive production footprint, innovation centres and a global sales network”, Adnoc added.

In addition, Borouge Group International will “target a leadership position in circular solutions, building on the existing initiatives of Borealis, Borouge and Nova to further develop its sustainable polyolefin solutions”.

Borealis and Borouge have both committed to reaching Scope 1 and 2 net zero emissions targets before 2050, with Borouge Group International’s sustainability strategy and targets to be rolled out after the completion of the merger and integration processes.

READ MEED’s YEARBOOK 2025

MEED’s 16th highly prized flagship Yearbook publication is available to read, offering subscribers analysis on the outlook for the Mena region’s major markets.

Published on 31 December 2024 and distributed to senior decision-makers in the region and around the world, the MEED Yearbook 2025 includes:

> GIGAPROJECTS INDEX: Gigaproject spending finds a level
https://image.digitalinsightresearch.in/uploads/NewsArticle/13455032/main3204.jpg
Indrajit Sen

Register for MEED's guest program now to access this article.

Click here to register
Exclusive from Meed
Related Articles
  • Momentum builds for Syrian projects

    25 May 2026

    Support from the US, as well as the closure of the Strait of Hormuz, has increased expectations about the development of infrastructure projects in Syria.

    On 22 May, the US published guides to investing in Syria, funded by the US Department of State, that pointed investors towards 590 planned projects in the country.

    The permanent removal of US sanctions in December last year, combined with fallout from the closure and disruption to shipping through the Strait of Hormuz, has boosted interest in planned projects in the country.

    Shipping through the Strait of Hormuz has been disrupted since the US and Israel attacked Iran on 28 February.

    The route normally transports about 11 million barrels a day (b/d) of oil and around 20% of the world’s liquefied natural gas (LNG), as well as a range of other key materials and consumer goods.

    The disruption to shipping through the strait has left nations in the Middle East scrambling to find new routes for imports and exports – and Syria plays a role in many of these new plans.

    This has bolstered the country’s plans to become a regional trade hub.

    Energy corridors

    Already, Iraq is moving a large volume of oil by truck across the country to export it from Syria’s Mediterranean ports, such as Latakia or Tartous.

    In April, Iraq’s state-owned oil marketing company, Somo, said it had awarded contracts to supply about 650,000 metric tonnes of fuel oil per month for overland trucking across Syria.

    On top of this, Iraq is currently looking into reestablishing an existing pipeline route that transported oil from Kirkuk in Iraq to the port of Baniyas in Syria.

    The pipeline originally went into operation in April 1952.

    During the 2003 invasion of Iraq, the pipeline was damaged by US air strikes and has remained out of operation since then.

    There have been repeated attempts to either refurbish the existing pipeline or build a new one along the same route, but none has been successful.

    In December 2007, Syria and Iraq agreed to rehabilitate the pipeline. The pipeline was to be reconstructed by Stroytransgaz, a subsidiary of Russia’s Gazprom.

    Stroytransgaz failed to start the rehabilitation and the contract was nullified in April 2009.

    The disruption to shipping through the Strait of Hormuz has added a new urgency to the project to reestablish pipeline flows from Iraq to Baniyas.

    Syria could also play a role in plans for a pipeline to transport gas from Qatar to Europe via Syria and Turkiye.

    The country would also be part of a plan to rehabilitate and expand the Arab Gas Pipeline.

    This pipeline connects Egypt, Jordan, Syria, and Lebanon, although the link to Lebanon is not currently operational.

    Trade routes

    Beyond oil and gas, Syria is also emerging as a key part of other plans for new trade routes.

    Earlier this month, Syria’s Transport Minister Yarub Badr said the country was seeking to restore its role as a regional transit corridor linking Europe and the Gulf through plans to revive cross-border trucking and rehabilitate railway connections with neighbouring countries.

    He said the overland corridor between the Turkish and Jordanian borders handled between 100,000 and 115,000 trucks annually in both directions before 2011. Freight rail services also operated between Tartous port and Iraq’s Umm Qasr port via Baghdad in 2009, he added.

    He said Syria was coordinating with Turkiye, Jordan and Saudi Arabia to simplify customs and border-crossing procedures and facilitate freight movement.

    Railway rehabilitation is expected to take longer due to extensive infrastructure damage and the suspension of cross-border rail links over the past decade.

    Badr said Syria is working with the World Bank to secure grants ranging between $65m and $200m to support railway rehabilitation and restore Syria’s role as a regional transit route linking Turkiye, Syria, Jordan and Iraq.

    Earlier this month, Syria’s state-owned railway company, the General Establishment for Syrian Railways, and the operator of Syria’s Latakia International Container Terminal (LICT) signed a memorandum of understanding (MoU) to coordinate container traffic between the Mediterranean port of Latakia and inland freight hubs.

    The framework covers feasibility studies for moving containers from Latakia by rail to dry ports in Adra, Hasiya and Aleppo.

    The feasibility studies are expected to take four months to complete.

    Also this month, executives from the UAE’s DP World and Syria’s General Authority for Borders and Customs (GABC) met to discuss accelerating the development of Syria’s Port of Tartous.

    Essa Kazim, chairman of DP World, met with Qutaiba Ahmed Badawi, chairman of GABC, to discuss opportunities to enhance infrastructure and logistics efficiency, ensuring the Port of Tartous is well-equipped to handle the anticipated rise in trade and cargo volume.

    DP World’s plans to develop the Port of Tartous form part of a 30-year concession agreement signed in July 2025 with the Syrian government.

    Under the agreement, DP World committed to invest $800m to upgrade infrastructure, expand capacity, and introduce modern cargo-handling and advanced digital systems.

    DP World has said that, by fast-tracking the development of the Port of Tartous, it aims to boost its operational efficiency and capacity to handle diverse cargo types, including general cargo, containers, breakbulk and roll-on/roll-off traffic.

    Rizwan Soomar, DP World’s chief executive and managing director for Central Asia, the Levant and Egypt, said: “The Port of Tartous development marks a defining moment in Syria’s journey of economic recovery and modernisation of its trade infrastructure. We are proud to contribute to this vital phase of growth.”

    Located on Syria’s Mediterranean coast, the Port of Tartus is the country’s second-largest port and a key maritime gateway to trade routes across Europe, the Levant and North Africa.

    Beyond the port itself, DP World is exploring other opportunities to develop infrastructure in Syria with local stakeholders. These include logistics zones, inland freight hubs and transit corridors.

    US-based companies are also showing significant interest in participating in new projects in the country.

    On 19 May, a delegation from the Houston-headquartered engineering company KBR travelled to Damascus to discuss road networks and infrastructure projects in Syria.

    During one meeting, Syria’s transport minister outlined strategic projects currently underway, including north-south and east-west corridor projects, the Damascus-Aleppo highway, as well as railway initiatives.

    Badr said that companies were needed to update economic and technical studies for some projects.

    While Syria and the US both have bold ambitions to expand Syria into a regional trade and logistics hub, the poor state of the country’s infrastructure is likely to be a key challenge to overcome.

    It is likely that billions of dollars will need to be invested to rehabilitate the country so that its capacity to transport goods returns to levels seen prior to the civil war that began in March 2011.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16975219/main.jpg
    Wil Crisp
  • Alec confirms Sphere Abu Dhabi contract award

    25 May 2026

    Alec Holdings has confirmed that its subsidiary Alec Engineering & Contracting has received a letter of award for the construction contract for the $1.7bn Sphere Abu Dhabi project.

    MEED had previously reported that Alec was the selected contractor and had been working on the project during the pre-construction phase. The construction is due to be completed in the third quarter of the financial year 2029.

    Abu Dhabi’s Department of Culture & Tourism (DCT Abu Dhabi) and US-based Sphere Entertainment announced earlier in May that they have selected Yas Island as the location for the project.

    The venue will be built on a plot between Yas Mall and SeaWorld Abu Dhabi, close to Yas Island’s theme parks and attractions. The project will be the first Sphere venue outside the US. It is expected to echo the scale of Sphere Las Vegas, with a capacity of up to 20,000 depending on configuration.

    DCT and Sphere Entertainment finalised an agreement last year for the construction, development and operation of the Sphere entertainment venue in Abu Dhabi. According to the agreement, Sphere Entertainment granted DCT the exclusive rights to build and operate the Sphere Abu Dhabi entertainment venue.

    > Be recognised among the best in the industry at the MEED Projects Awards 2026 …

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16973522/main.jpg
    Colin Foreman
  • Consultant wins Jeddah metro design

    22 May 2026

     

    French engineering firm Egis has been appointed to undertake the preliminary design consultancy for the Jeddah Metro Blue Line project.

    The project client, Jeddah Development Authority, issued the tender in early January, when MEED exclusively reported that Saudi Arabia had restarted plans to build the Jeddah Metro.

    Engineering consulting firms submitted bids in April, as MEED reported.

    The Blue Line will run from King Abdulaziz International airport and connect to the Haramain high-speed railway station.

    The line will be 35 kilometres (km) long and will include 15 stations.

    Project history

    Plans for the Jeddah Metro were first publicly floated in the early 2010s and were formally packaged into a wider Jeddah public transport programme around 2013-14.

    In 2014, French engineering firm Systra was appointed to complete preliminary engineering for the Jeddah Metro, as MEED reported at the time.

    In the same year, US-based engineering firm Aecom was awarded a SR276m ($74m) contract to provide pre-programme management consultancy services.

    Under its 18-month contract, Aecom was expected to provide staff to support preliminary planning and design work for various phases of the metro project.

    This was followed by the appointment of UK-based architectural firm Foster + Partners in 2015 to design the metro stations.

    The project then stalled as government spending priorities were reset and major capital programmes were reviewed following the fall in oil prices in 2015, with the metro’s scope, cost and delivery model coming under reassessment.

    Early concept designs envisaged a multi-line network integrated with buses and, later, other city-wide mobility upgrades.

    Route details

    According to Jeddah Transport Company’s website, the scheme comprises 81 stations and 197 trains serving more than 161km. The network will have four lines:

    • Orange Line: a 44.8km line running along Al-Madinah Road and Old Makkah Road, with 29 stops including one at Obhur Bridge
    • Blue Line: a 35km line running from King Abdulaziz International airport to the Haramain high-speed railway station, with 15 stations
    • Green Line: a 17km line running through the city centre, from the downtown area to the Haramain railway station, with nine stops
    • Red Line: A 59.7km line running from King Abdullah Stadium north to Old Makkah Street through King Abdulaziz Road and King Abdullah Road, with 25 stops

    > Be recognised among the best in the industry at the MEED Projects Awards 2026 …

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16949416/main.jpg
    Yasir Iqbal
  • Egypt signs gas deal with QatarEnergy and Exxon Mobil

    22 May 2026

    Egypt’s Ministry of Petroleum & Mineral Resources has signed a preliminary gas agreement with state-owned QatarEnergy and US-based Exxon Mobil.

    The memorandum of understanding (MoU) focuses on cooperation in the development of natural gas discoveries in Cyprus.

    The plan involves transporting gas from offshore discoveries in Cypriot waters to Egypt via pipelines.

    In a statement, Egypt’s Ministry of Petroleum & Mineral Resources said that the deal would strengthen the North African country’s status as a regional hub for natural gas trading.

    The agreement was witnessed by Egypt’s Prime Minister Mustafa Madbouli.

    It was signed by Muhammad Al-Bajouri, from the legal affairs department of the Ministry of Petroleum & Minerals, and Kanan Nariman, vice-president for the development of liquefied natural gas (LNG) at Exxon Mobil.

    It was also signed by Ali Immunae, director of international exploration and production at QatarEnergy.

    Commenting on the MoU signing, Saad Sherida Al-Kaabi, the minister of state for energy affairs, and president and chief executive of QatarEnergy, said: “This MoU represents an important step in advancing regional energy cooperation across the Eastern Mediterranean through unlocking the long-term commercial potential of natural gas resources across that region.”

    Egypt’s Ministry of Petroleum & Mineral Resources said the agreement paved the way for QatarEnergy and Exxon to take advantage of existing Egyptian infrastructure in the gas sector, especially the country’s existing LNG export terminals.

    Under the terms of the agreement, a study will be conducted to analyse the feasibility of linking the gas discoveries in Cyprus to Egypt’s gas facilities.

    The signatories will also establish a commercial framework aimed at achieving “the maximum possible benefit from natural gas resources in both Egypt and Cyprus”.

    Egypt’s Minister of Oil and Gas Karim Badawi said the ministry has been working with ExxonMobil to explore cooperation on the development of gas discoveries in Cyprus.

    He said the partnership with Egypt would help QatarEnergy and Exxon reduce the cost of developing the discoveries while allowing Egypt to achieve an economic return.

    READ THE MAY 2026 MEED BUSINESS REVIEW – click here to view PDF

    Global energy sector forced to recalibrate; Conflict hits debt issuance and listings activity; UAE’s non-oil sector faces unclear recovery period amid disruption.

    Distributed to senior decision-makers in the region and around the world, the May 2026 edition of MEED Business Review includes:
    To see previous issues of MEED Business Review, please click here
    https://image.digitalinsightresearch.in/uploads/NewsArticle/16944918/main.jpg
    Wil Crisp
  • Kuwait’s Heisco working on active projects worth $3.5bn

    22 May 2026

     

    Kuwait’s Heavy Engineering Industries & Shipbuilding Company (Heisco) is in a strong position to weather challenges in the country’s project market, with active projects worth $3.5bn, according to documents seen by MEED.

    The company also has active maintenance and service contracts that are worth $843m.

    Heisco’s projects span the oil, gas, power, water, construction, transport and industrial sectors.

    The company’s biggest active project contract is the $576m project to upgrade Kuwait’s Doha West power station.

    This contract was awarded to Heisco by Kuwait’s Ministry of Electricity, Water & Renewable Energy (MEW) in July 2024.

    The company’s second-biggest active project is focused on the construction of crude oil pipelines and associated works in North Kuwait.

    This $565m contract was awarded to Heisco by Kuwait’s state-owned upstream operator Kuwait Oil Company (KOC) in February this year.

    Other major project contracts include a $442m MEW contract for the rehabilitation of the Az-Zour South power and water distillation station and a $223m KOC contract for the construction of flowlines and associated works in the West Kuwait Area.

    Heisco’s biggest active maintenance contract is worth $295m and is focused on providing mechanical maintenance services at Kuwait’s Mina Abdullah Refinery.

    This contract was awarded by the state-owned downstream operator Kuwait National Petroleum Company (KNPC) in July 2023 and it officially started in September that year.

    The contract is currently due to conclude in November 2028.

    Heisco’s second-biggest active maintenance contract is worth $95m and was awarded by Wafra Joint Operations (WJO) for work in the Divided Zone, which is shared by Kuwait and Saudi Arabia.

    WJO’s onshore operations cover an area of about 5,000 square kilometres in the Divided Zone.

    Saudi Arabian Chevron and Kuwait Gulf Oil Company are equal shareholders in WJO.

    Six major fields have been discovered in the WJO area to date: Wafra, South Fuwaris, South Umm-Gudair, Humma, Arq and North Wafra.

    Heisco’s Wafra maintenance contract was awarded in October last year and officially started in November the same year.

    The contract is expected to conclude in May 2031 and its scope is focused on the maintenance of tanks and vessels as well as the provision of welding services.

    Market headwinds

    Kuwait’s oil and gas sector has been severely impacted by the blockade of the Strait of Hormuz, through which all of its crude exports are normally shipped.

    The country recorded zero crude oil exports in April for the first time since the end of the Gulf War in 1991, according to shipping monitor TankerTrackers.com.

    While the closure of the Strait of Hormuz is expected to have a significant impact on Kuwait’s project sector for some time, Heisco’s strong project pipeline is likely to help it weather the challenging economic environment.

    READ THE MAY 2026 MEED BUSINESS REVIEW – click here to view PDF

    Global energy sector forced to recalibrate; Conflict hits debt issuance and listings activity; UAE’s non-oil sector faces unclear recovery period amid disruption.

    Distributed to senior decision-makers in the region and around the world, the May 2026 edition of MEED Business Review includes:
    To see previous issues of MEED Business Review, please click here
    https://image.digitalinsightresearch.in/uploads/NewsArticle/16792105/main.png
    Wil Crisp