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
  • Emirates awards $5bn engineering complex deal

    18 May 2026

    Register for MEED’s 14-day trial access 

    Emirates Airline has awarded a AED19bn ($5bn) contract to build one of the world's largest engineering complexes in Dubai South.

    The contract was awarded to Beijing-headquartered China Railway Construction Corporation (CRCC).

    CRCC is being supported by French firm Artelia, as the project consultant.

    The complex will cover over 1 million square metres (sq m).

    It will comprise 77,000 sq m of dedicated workshop space for maintenance and repairs, 380,000 sq m of storage and logistics capacity, a 50,000 sq m administrative building for Emirates Engineering and 15,000 sq m of training facilities.

    It will be the world's only complex with a capacity to service 28 wide-body aircraft simultaneously.

    The airline officially broke ground on the project on 18 May. 

    The groundbreaking ceremony was attended by Sheikh Ahmed Bin Saeed Al-Maktoum, chairman and CEO of Emirates Group; Tim Clark, president of Emirates Airline; Khalifa Al-Zaffin, executive chairman of Dubai Aviation City Corporation and Dubai South; and Dai Hegen, chairman of CRCC.

    The facility will enable large-scale retrofits, cabin redesigns and structural modifications to be performed in-house, thereby reducing turnaround times.

    The engineering complex is scheduled for completion in 2030 and will be located at Al-Maktoum International airport.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16895218/main.jpg
    Yasir Iqbal
  • Contractors submit King Salman Bay project interest

    18 May 2026

     

    Contractors submitted expressions of interest in April for a contract to undertake marine infrastructure works at King Salman Bay, on the Red Sea coast north of Jeddah.

    The scope includes dredging and earthworks, as well as quay wall and edge protection works spanning about 11 kilometres (km).

    The project client is gigaproject developer Red Sea Global (RSG).

    The invited firms include:

    • Archirodon (Greece)
    • Boskalis (Netherlands)
    • China Harbour Engineering Company (China)
    • Jan de Nul (Netherlands)
    • Modern Building Leaders (local)
    • Nesma & Partners (local)
    • NMDC Group (UAE)

    King Salman Bay is expected to be a waterfront development aimed at reshaping the city’s northern Red Sea frontage into a mixed-use destination anchored by public realm improvements and leisure-led development.

    The update follows RSG’s award of an estimated SR100m ($27m) contract to construct a solid waste management centre at its Red Sea Project. The scope includes four buildings: a material recycling facility, a transfer station, an administration building and a vehicle maintenance building.

    In October last year, MEED reported that RSG had secured a SR6.5bn ($1.7bn) credit facility to further develop Amaala, its luxury tourism destination on Saudi Arabia’s northwestern Red Sea coast.

    According to an official statement, “The funding is led by Riyad Bank as the sole underwriter, along with Saudi Investment Bank and Bank Al-Bilad as mandated lead arrangers.

    “The loan arrangement comprises a mix of conventional and Islamic financing and adheres to RSG’s Green Loan Framework, which was first established when it secured private funding from a consortium of four banks for the Red Sea destination in 2021,” the statement added.

    The announcement followed RSG’s opening of its first properties for sale at Amaala, including branded residential communities and a five-bedroom villa on a private island.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16894122/main.jpg
    Yasir Iqbal
  • Saudi Arabia tenders Mecca metro design

    18 May 2026

     

    The Royal Commission for Makkah City & Holy Sites (RCMC) has tendered a contract inviting firms to undertake initial design studies for its long-planned metro network in the holy city.

    The scope includes the review of existing studies, preparing a concept design, land acquisition studies, future phases integration concept and other related studies.

    The notice was issued earlier this month, with a submission deadline of 5 August.

    The latest development follows RCMC’s invitation to contractors to attend an early market engagement meeting for the project in September last year, as MEED reported.

    In an explanatory document inviting companies to attend the event, the RCMC’s General Transport Centre said it was seeking to gauge market interest in the multibillion-dollar project and obtain feedback on its proposed procurement approach.

    MEED exclusively reported in June last year that the project was restarting. Current plans envisage a four-line network, named lines A-D, with 89 stations and three depots, to be implemented over three phases between 2032 and 2045.

    Project scope

    Stage 1 focuses on lines B and C, involving 2.4 kilometres of tunnelling under the Masar project and integration with the existing Mashaer line.

    The network will run just over 62km and comprise 31 stations, 21 of which will be underground, including three iconic stations. A total of 19.5km will run through tunnels, while 41.2km will be elevated, with the remainder at grade.

    The 66 required trainsets are projected to provide a daily passenger capacity of about 450,000, equating to annual ridership of 171 million.

    The 84.7km-long second phase, due to be operational by 2038, will extend the two lines towards the outskirts of Mecca and includes construction of the initial inner and central segments of lines A and D.

    Comprising 61.1km elevated and 18.6km underground, Phase 2 is planned to add 45 stations serving the two new lines, as well as two depots and a potential interconnection with the planned Saudi Landbridge. The 59 trainsets for Phase 2 will increase the network’s projected total annual passenger capacity to more than 500 million.

    Phase 3 covers the elevated 36km extension of lines A and D and involves procurement of a further 72 trainsets, increasing the network’s ultimate passenger capacity to 1.2 million daily and 642 million annually by completion in 2045.

    Associated development

    The metro plan also envisages several transit-oriented developments (TODs) at different points on the route. These will typically comprise commercial, residential and retail elements to maximise the investment case.

    The client’s proposed procurement approach involves three distinct packages: civil and systems works, TODs, and operations and maintenance.

    The initial concept calls for some of the project to be delivered on a public-private partnership (PPP) basis, wherein the private sector, through special purpose vehicles, will part-finance, build, operate and then transfer commercially viable elements of the scheme.

    The then-called Mecca Mass Rail Transit Company (MMRTC) first launched the metro project in 2013; however, the scheme has faltered for more than a decade due to funding issues, land acquisition challenges and scope changes.

    The relaunch of the procurement process raises hopes that the project will now come to fruition, although it is likely to be at least 18 months before any definitive works are expected to start.

    Mecca is home to Saudi Arabia’s first metro, the nine-station, 18km-long Mashaer line, which opened in 2010. It operates only seven days a year during Hajj, but carries more than 2 million pilgrims during that time.

    Some 30 million pilgrims visit the city each year, with this number set to grow. The presence of a known, quantifiable and growing demand base will help facilitate the use of a PPP mechanism should the framework be adopted.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16893520/main.jpg
    Yasir Iqbal
  • Montage launches Ras El-Hekma hotel and residences project

    18 May 2026

    Abu Dhabi-listed Modon Holding has partnered with US-based hotel operator Montage Hotels & Resorts to launch Montage Ras El-Hekma, a new project within the Ras El-Hekma master development on Egypt’s Mediterranean coast.

    The Montage development will be situated in Wadi Yemm, the first of 17 planned precincts to move into active delivery.

    Wadi Yemm is a mixed-use cultural and hospitality district, anchored by the Ras El-Hekma Lighthouse and a 10,000-seat amphitheatre designed to host cultural and entertainment programming.

    Montage Ras El-Hekma is expected to feature approximately 200 guestrooms and suites, along with 96 branded villas.

    The villas will range from three to six bedrooms and will mark the first branded residences available for purchase at Ras El-Hekma, according to Modon.

    No construction budget or project handover timeline was provided.

    Ras El-Hekma is on a spur of land on Egypt’s northern Mediterranean coastline, about 240 kilometres west of Alexandria.

    Abu Dhabi-based holding company ADQ appointed Modon Holding as the master developer for the Ras El-Hekma project in 2024.

    Modon will act as the master developer for the entire development, covering more than 170 million sq m. 

    Modon Holding will develop the first phase of the project, which will cover 50 million sq m.

    The remaining 120 million sq m will be developed in partnership with private developers under the supervision of the recently established ADQ subsidiary Ras El-Hekma Urban Development Project Company and Modon Holding.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16893415/main.jpg
    Yasir Iqbal
  • Bahrain completes repairs to chemical plant after Iran strike

    18 May 2026

    Repair and remediation work has been completed at the Gulf Petrochemical Industries Company (GPIC) facility in Bahrain, according to a statement from the country’s Ministry of Interior.

    The repairs and clean-up operation were focused on damage caused by an Iranian drone strike on 5 April, the ministry said.

    It also said that the strike was an act of aggression that constituted a war crime.

    Prior to the repair works, an Iranian drone was lodged inside an ammonia storage tank at the facility, which had become a “grave and ongoing risk”, according to the ministry statement.

    The ministry noted that, were it not for the swift pre-emptive measures taken by Bahrain’s government as part of its broader efforts to strengthen civil protection, the consequences could have been catastrophic.

    It said that an ammonia leak would have spread across several kilometres, causing mass casualties and threatening the lives of civilians in the surrounding areas.

    The ministry commended GPIC for its proactive decision to drain the ammonia tank prior to intervention — a critical step given the tank’s location in a densely populated area.

    All residents evacuated from the surrounding area have now returned to their homes.

    The evacuation, which covered a two-kilometre radius, was carried out on a voluntary basis, with temporary alternative housing provided as a precautionary measure.

    GPIC manufactures ammonia, methanol and urea.

    It operates as a joint venture equally owned by Bapco Energies of Bahrain, Saudi Basic Industries Corporation (Sabic) of Saudi Arabia and Kuwait’s Petrochemical Industries Company (PIC).

    The facility that was attacked is located in the Sitra region of Bahrain.

    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/16892300/main.png
    Wil Crisp