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
  • Contractors prepare bids for Aramco gas compression project

    13 November 2025

     

    Register for MEED’s 14-day trial access 

    Saudi Aramco is making progress with the main contract tendering process for a project to boost gas compression capacity at the Shedgum and Uthmaniya processing plants in the kingdom’s Eastern Province.

    The Shedgum and Uthmaniya plants currently receive approximately 870 million cubic feet a day (cf/d) and 1.2 billion cf/d of Khuff raw gas, respectively.

    Through this multibillion-dollar project, Aramco aims to increase the compression and processing capacity of the two plants, as well as to construct new pipelines to enhance gas transport.

    Contractors are preparing bids for several engineering, procurement and construction (EPC) packages of the Shedgum and Uthmaniya gas compression capacity expansion project. Aramco has set a bid submission deadline of 17 November, according to sources.

    The Saudi energy giant is understood to have started the solicitation of interest process for the main EPC contract tendering exercise in the fourth quarter of last year.

    Aramco then issued the tenders for the EPC packages of the scheme during the second quarter of this year and set an initial bid submission deadline of 17 August, the sources said.

    In line with its aim of increasing gas production and processing capacity by 60% by 2030, with 2021 as its baseline, Aramco is investing significant capital in gas projects in the kingdom this year.

    Aramco’s capital expenditure (capex) in the third quarter of 2025 stood at $12.55bn, a marginal year-on-year increase of 2%. For the first nine months of the year, the firm registered capex of $37.41bn, an increase of 3.38% compared to the same period last year.

    The company previously announced capital investment guidance in the range of $52bn-$58bn for 2025, excluding around $4bn of project financing.

    ALSO READ: Aramco turns attention to strategic projects

    READ THE NOVEMBER 2025 MEED BUSINESS REVIEW – click here to view PDF

    Mena players up the ante in global LNG production race; Investment takes UAE non-oil economy from strength to strength; Project finance activity draws international lenders back to market

    Distributed to senior decision-makers in the region and around the world, the November 2025 edition of MEED Business Review includes:
    To see previous issues of MEED Business Review, please click here
    https://image.digitalinsightresearch.in/uploads/NewsArticle/15075053/main4642.jpg
    Indrajit Sen
  • Aramco Stadium races towards completion

    12 November 2025

     

    Register for MEED’s 14-day trial access 

    The Aramco Stadium in Khobar is moving forward at an impressive pace as the fast-track project races towards completion in 2026.

    The 47,000-seat stadium will be the new home for the Aramco-owned Al-Qadsiah Club and a key venue for the 2027 AFC Asian Cup and the 2034 Fifa World Cup. 

    The project’s progress stems from detailed planning and an accelerated delivery strategy. The project was conceived in May 2023, with the design process, managed by Aramco, commencing shortly thereafter. 

    “We completed the design within six months,” said Mohammed Subhi, the Aramco Stadium’s project manager.


    The project advanced quickly due to thorough planning and a fast-track delivery approach. Initiated in May 2023, the design phase—overseen by Aramco—was completed within six months

    An early engagement approach with the main contractor – a joint venture of Besix and Al-Bawani – was instrumental in maintaining momentum. This partnership began early in 2024, allowing for collaborative input on critical construction elements. 

    This upfront collaboration minimised pre-construction time, ensuring a rapid transition to site work.

    Engineering challenges

    The stadium’s architectural design, inspired by the natural whirlpools of the Gulf and featuring interwoven transparent sails, presents significant engineering challenges, particularly in the structural steel and façade work. For spectator comfort, the stadium is equipped with full cooling systems and designed to the highest international standards.

    Logistics management is another crucial facet of the project, which is located in central Khobar. With thousands of workers on site, the movement of materials is tightly controlled to minimise community disruption. 

    “We control how many trucks can enter the site and at what time. For example, we cannot cast concrete during the day. It has to be after 6pm, up until the early morning,” said Subhi.

    A key priority on site is health and safety, an area where the organisation’s legacy from its oil and gas operations is clearly visible. Subhi explains that the principle of health and safety is part of the company’s DNA and is embodied in the deployment of advanced technology and rigorous standards, which have collectively resulted in over 10 million safe working hours to date.

    The project employs a sophisticated Smart Safety Command Centre (SCC), which utilises artificial intelligence-based monitoring and 24/7 surveillance. One key feature of the centre is the crane collision prevention system – a key technological advancement in heavy machinery coordination and a first for the region. 

    “We have tower cranes and crawler cranes talking to each other. The anti-collision system means cranes talk to each other without human interference, and they automatically shut down when they are too close to each other,” said Subhi.


    A key technological advancement is the crane collision prevention system, which means the cranes talk to each other and shut down if they become too close

    In addition to ground operations, the project is leveraging aerial technology to mitigate risk in high-altitude work.

    “We have used drones for the inspection of the cranes and inspection of the steel structure itself to minimise the risk of working at height,” said Subhi.


    Drones have been adopted on-site to mitigate the risk of working at height

    Worker welfare

    The project’s commitment extends beyond mere regulatory compliance to comprehensive worker welfare, establishing a high standard for construction sites in the region. 

    With current staffing reaching approximately 11,000 direct and indirect workers, welfare provisions are a core priority, linking directly back to Aramco’s corporate standards.

    In a region where extreme heat is a constant challenge, the project has implemented advanced heat stress management protocols. This includes the installation of heat sensors with alarm systems, mandatory work stoppage during peak heat hours and regular briefings on heat exhaustion symptoms. Fully air-conditioned rest areas are provided for breaks and meals.

    Aramco is also committed to developing national talent. A significant proportion of the staff are young, and about 20% of the team are women.

    The relationship with the joint-venture contractor is defined by collaboration rather than traditional client-contractor hierarchy. “We are one team, working together,” said Subhi. This approach has fostered a cooperative environment that is accelerating the on-site progress towards the 2026 completion goal. 

    https://image.digitalinsightresearch.in/uploads/NewsArticle/15073939/main.gif
    Colin Foreman
  • Oman signs PPA for 125MW Dhofar 2 wind project

    12 November 2025

    Singapore's Sembcorp Utilities and local firm OQ Alternative Energy (OQAE) have won a contract to develop the 125MW Dhofar 2 wind independent power project in Oman.

    The contract was awarded by state offtaker Nama Power & Water Procurement Company (Nama PWP) under a 20-year power purchase agreement (PPA).

    Under the PPA, Sembcorp and OQAE will form a joint venture to build, own and operate the wind farm, which will supply power to Nama PWP once operational.

    The equity split will give Sembcorp 75% and OQAE 25%, a source close to the project told MEED.

    Nama PWP said that it will allocate a portion of contracted works for the Dhofar 2 project to Omani small and medium-sized enterprises under its in-country value programme.

    The project is expected to begin commercial operations in the third quarter of 2027.

    The facility, valued at about OR43m ($112m), will be located on a 12-square-kilometre site in Dhofar Governorate.

    The project comprises 20 Windey WD200 turbines, each with a 6.25MW capacity. Each turbine stands 215 metres tall and will be connected to the national grid via a 400kV substation.

    The development will provide clean electricity to more than 18,000 homes and will cut carbon dioxide emissions by about 158,000 tonnes a year.

    It is also expected to generate about 396,754 megawatt-hours and free up around 76 million cubic metres of natural gas annually.

    Sembcorp has over 1.1GW of energy assets in Oman. In September, the firm signed a new 10-year power and water purchase agreement with Nama PWP for its Salalah independent water and power plant.

    According to Nama PWP, the offtaker has contracted 26 water and desalination plants, exceeding $11bn in investment, over the past 15 years.

    Chief energy transition officer at Nama PWP, Abdullah Bin Rashid Al-Sawafi, said the company "plans to attract a further $5bn over the next five years, mainly in renewable energy and storage technologies".

    This includes an extra 9GW of renewable energy capacity by 2030, representing 60% of total contracted capacity.

    Oman aims to have 30% of its electricity generation from renewable sources by the same year.

    READ THE NOVEMBER 2025 MEED BUSINESS REVIEW – click here to view PDF

    Mena players up the ante in global LNG production race; Investment takes UAE non-oil economy from strength to strength; Project finance activity draws international lenders back to market

    Distributed to senior decision-makers in the region and around the world, the November 2025 edition of MEED Business Review includes:
    To see previous issues of MEED Business Review, please click here
    https://image.digitalinsightresearch.in/uploads/NewsArticle/15073043/main.jpg
    Mark Dowdall
  • Hitachi wins Alexandria Raml tram systems deal

    12 November 2025

    Register for MEED’s 14-day trial access 

    Hitachi Rail has announced that it has won a contract related to the modernisation and upgrade of the Alexandria Raml tram network in Egypt.

    Hitachi Rail said it will deliver advanced signalling and communications systems, an operational control centre and supervisory control and data acquisition, security systems with CCTV cameras and access control, passenger information and on-board equipment.

    The contract was awarded by a joint venture of Hassan Allam and Arab Contractors.

    The project scope includes rehabilitating a 13.2-kilometre tram line, constructing a maintenance depot, developing elevated viaducts and upgrading 24 stations.

    The project will reduce journey times from 60 to 35 minutes by increasing the operational speed on the line from 11 kilometres an hour (km/h) to 21km/h. The project will also increase the hourly capacity from 4,700 to 13,800 passengers in each direction. 

    UK analytics firm GlobalData expects the Egyptian construction industry to grow by 6.5% in real terms in 2025, supported by investments in oil and gas, industrial and housing construction projects. According to the Central Bank of Egypt, the country’s average construction production index grew by 5.8% year-on-year in the first 10 months of 2024.

    GlobalData says the construction industry's output is expected to register an annual average growth rate of 8% in 2026-29, supported by investments in commercial, renewable energy and transport infrastructure projects, coupled with the government’s target of developing 10GW of renewable energy projects by 2028 under the Nexus of Water, Food and Energy Programme.

    The infrastructure construction sector is expected to expand by 4.4% in real terms in 2025 and record an annual average growth rate of 7% in 2026-29, supported by government plans to continue its spending on transport infrastructure, ports and terminals.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/15073050/main.jpg
    Yasir Iqbal
  • Contract award nears for Al-Ula tram works

    12 November 2025

     

    Register for MEED’s 14-day trial access 

    Saudi Arabia’s Royal Commission for Al-Ula (RCU) is preparing to award the contract to build infrastructure for the tramway at the Al-Ula development.

    MEED understands that bid evaluation has reached advanced stages and the contract award is imminent.

    Contractors submitted revised bids for the scheme in August, as MEED reported.

    It is understood that consortiums were asked to propose self-funded financing arrangements for the project.

    The first phase of the tram scheme is a 22.4-kilometre-long line with 17 stations, operated by 20 trams. It will link Al-Ula International airport to five of the area’s historical regions.

    The scope of work includes the design and construction of a tram depot, tram tracks, technical buildings, station buildings and other associated infrastructure.

    In June, MEED exclusively reported that the RCU had asked firms to submit their final offers for a contract to build tramway infrastructure at the Al-Ula development.

    The RCU issued a request for proposals in June last year and received commercial bids for the project on 10 November.

    France’s Systra is the consultant.

    In October 2023, the RCU announced that France’s Alstom will supply rolling stock and systems for the Al-Ula tram scheme.

    The RCU unveiled an investment plan worth SR57bn ($15bn) to regenerate Al-Ula in April 2021. About $3.2bn has been allocated for infrastructure development, including the tram and renewable power generation.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/15072614/main.jpg
    Yasir Iqbal