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
  • Focus shifts to delivery of Iraq utilities expansion

    12 May 2026

     

    Iraq’s power and water sector recorded its largest year of investment on record in 2025, with more than $17bn in combined contract awards.

    Several long-planned water infrastructure schemes finally reached contract award stage amid mounting supply pressures in the south of the country and a growing reliance on new desalination projects.

    Iraq awarded $10bn-worth of water infrastructure contracts between January 2025 and May 2026, according to regional projects tracker MEED Projects.

    This compares with just $1.8bn in total awards across 2022, 2023 and 2024, when only one seawater desalination plant reached the contract award stage.

    Desalination projects

    Attention is now turning to the delivery phase of new plants led by a series of major desalination and water treatment projects in Basra governorate.

    In February, Iraqi officials said the flagship $2.42bn Basra seawater desalination plant could be financed through the Iraqi-Chinese Fund, weeks after the main engineering, procurement and construction (EPC) contract was awarded to PowerChina.

    Located on the Arabian Gulf coast in Al-Faw, the plant is designed to produce 1 million cubic metres a day (cm/d) of potable water. The project also includes a water transmission network supplying 11 cities and a dedicated 300MW power plant.

    Baghdad had earlier announced plans for four additional desalination plants across the province in July 2025. These include the Shatt Al-Arab plant, planned to produce 120,000 cm/d of desalinated water, and the Al-Faw and Al-Siba plants, each with a capacity of 72,000 cm/d.

    The joint venture of Baghdad-headquartered Al-Rida Investment Group and PowerChina has been appointed as the main contractor for each project, with construction expected to begin in the third quarter of 2026.

    Additional schemes include the $72m Safwan desalination plant and the $70m Abu Flous desalination project. Abu Flous is being undertaken by the Ministry of Water Resources and is designed to have a capacity of 72,000 cm/d.

    The push to advance new projects follows warnings issued last year by Iraq’s High Commission for Human Rights about a worsening humanitarian situation linked to declining river flows and rising salinity levels in the Shatt Al-Arab waterway.

    Alongside municipal water projects, Iraq is also advancing large industrial water infrastructure schemes tied to the energy sector. Last August, Iraq approved the award of the Common Seawater Supply Project package for the Artawi oil field to South Korea’s Hyundai Engineering & Construction.

    The estimated $3.16bn contract covers the engineering, procurement, supply, construction, commissioning and operation of a major seawater treatment facility. Construction is expected to begin in 2026, further reflecting the scale of projects now in the execution stage.

    Power expansion

    In parallel, Iraq’s power sector is undergoing one of its largest expansion programmes in decades as the government attempts to address chronic electricity shortages, diversify fuel sources and strengthen regional grid connectivity. Over $40bn-worth of projects are under execution, following $4.2bn in new contracts last year.

    In August 2025, the Iraqi cabinet approved five major power generation schemes with a combined capacity exceeding 10GW. The projects represent one of the country’s largest-ever single rounds of power project approvals.

    The centrepiece of the programme is three independent power producer (IPP) combined-cycle plants at Al-Faw, Abu Ghraib and Kirkuk, with a total capacity of 7,500MW.

    The largest schemes are the 3,000MW Al-Faw plant in southern Iraq, with US-based General Electric as the EPC contractor, and the 3,000MW Abu Ghraib facility near Baghdad. Both projects will be implemented under 25-year build-own-operate models.

    A 1,500MW combined-cycle plant in Kirkuk will also be developed under long-term power purchase agreements backed by sovereign guarantees from the Finance Ministry. US-based GE Vernova is the technology provider for all three projects.

    Furthermore, the government has approved two thermal power plants in Najaf and Youssifiyah, with planned capacities of 1,500MW and 1,800MW, respectively.

    This is part of a wider 20-year electricity strategy unveiled last year in partnership with Siemens Energy and GE Vernova. The programme aims to add 57GW of new generation capacity through a mix of gas-fired, thermal and renewable energy projects.

    Electricity shortfall

    The scale of the challenge means timely project execution will be critical. Iraq currently produces about 28GW of electricity, according to the Electricity Ministry, but demand during peak summer periods is estimated at more than 50GW. The shortfall continues to result in widespread outages and pressure on the national grid.

    The fragility of the system was exposed again in March, when Iraq suffered nationwide electricity blackouts after a sudden drop in gas supplies to the Rumaila power plant in Basra. The disruption led to the loss of about 1,900MW of generation capacity and triggered a nationwide grid collapse.

    The incident highlighted Iraq’s continued dependence on associated gas production from the oil sector. With regional geopolitical tensions affecting oil exports and production, gas availability for power generation has become increasingly vulnerable.

    Solar plants

    As part of a strategy to diversify energy sources, the country inaugurated the first phase of the 300MW Karbala solar IPP plant in September 2025, marking Iraq’s first utility-scale solar scheme connected to the national grid.

    Developed by a consortium of Norway’s Scatec, Egypt’s Orascom Construction and Iraq’s Al-Bilal Group, the project forms part of the government’s target to add 10GW of solar energy by 2030.

    These plans also include the 1GW solar IPP in Najaf, now under construction and scheduled for commissioning in 2028.

    Looking further ahead, the Iraqi government announced in February that it has allocated more than 140 sites for new solar power plants, following a six-month identification process. The locations are distributed across several regions, including the outskirts of Baghdad and areas such as Nahrawan, Al-Nasr, Al-Salam, Al-Hamamiyat, Taji and Al-Husseiniya.

    Meanwhile, regional interconnection projects are also becoming increasingly important. Iraq is progressing with plans to integrate into the GCC electricity grid through a new 400kV transmission link between Kuwait’s Al-Wafra station and Iraq’s Al-Faw station.

    The first phase of the project will allow 500MW of electricity imports into Iraq, rising to 1,800MW over time. Iraq is targeting full integration of the GCC-Iraq grid by the end of 2026.

    MEED’s June 2026 report on Iraq also includes:

    > OVERVIEW: Iraq enters era of resilience, reform and rising risks
    > OIL & GAS: Iraqi oil and gas sector in crisis

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16797622/main.gif
    Mark Dowdall
  • Abu Dhabi announces $15bn infrastructure PPP projects

    12 May 2026

    The Abu Dhabi Investment Office and the Abu Dhabi Projects and Infrastructure Centre have launched a AED55bn ($15bn) public-private partnership (PPP) pipeline of 24 projects to be tendered in 2026 and 2027.

    The projects will be tendered across the transport, infrastructure and social sectors.

    According to a statement published by the Abu Dhabi Media Office, the transport sector accounts for 11 road projects, with AED35bn ($9.5bn) of construction capex, covering more than 300 kilometres of new and upgraded roads, tunnels, intersections and related network works.

    The infrastructure pipeline includes five projects budgeted at AED11bn ($3bn), covering dams, water storage, flood control, stormwater upgrades and urban landscaping.

    Social infrastructure includes eight projects budgeted at AED9bn ($2.5bn), covering sports facilities, specialist healthcare assets, schools and university campuses.

    The statement added that the pipeline forms part of Abu Dhabi’s infrastructure delivery plan and will be executed through PPP structures.

    It is also intended to support company establishment in the emirate, local content objectives, and supply-chain and industrial capacity.

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16793904/main.jpg
    Yasir Iqbal
  • Saudi Arabia tenders GCC rail link from Kuwait to UAE border

    12 May 2026

     

    Saudi Arabia has begun the procurement process to deliver its portion of the GCC railway, which will connect all six member states.

    Saudi Arabia Railways (SAR) issued a tender for design consultancy services for the project on 7 May, with a bid submission deadline of 30 June.

    It includes concept design, preliminary design and Issued for Construction (IFC) design stages of the network.

    SAR requires the selected consultant to review, update and complete the existing preliminary design of the network.

    The kingdom’s section of the railway will start at Al-Khafji in the Eastern Province, near the border with Kuwait, and end at Al-Batha, at Saudi Arabia’s border with the UAE. The route length in Saudi Arabia will be about 672 kilometres (km).

    The railway will interface with the Kuwait National Rail Road (KNRR) project on the Kuwaiti side. Last year, MEED exclusively reported that the KNRR design contract was awarded to Türkiye’s Proyapi Muhendislik ve Musavirlik Anonim Sirketi.

    The KNRR forms part of the wider GCC rail network. GCC railway projects have been progressing with renewed impetus since the six member states signed the Al-Ula Declaration in January 2021.

    In October last year, the Qatari cabinet approved a draft agreement paving the way for a railway link between Qatar and Saudi Arabia as part of the GCC railway network.

    GCC railway line

    Under the overall plan, the railway will span 2,186 kilometres, beginning in Kuwait, passing through Dammam in Saudi Arabia, reaching Bahrain via a planned causeway, and continuing from Dammam to Qatar, the UAE and, ultimately, Muscat via Sohar in Oman.

    The network’s route length within each member state is as follows: 684km in the UAE, 672km in Saudi Arabia, 306km in Oman, 283km in Qatar, 145km in Kuwait and 36km in Bahrain.

    The railway is designed for passenger trains travelling at 220 kilometres an hour (km/h) and freight trains operating at 80-120km/h.

    With high levels of project activity, governments in spending mode and renewed cooperation under the Al-Ula Declaration, the latest efforts to restart the GCC railway project may make more progress than previous attempts. If completed, the railway could prove transformational for a region that is globally connected but divided between its constituent parts.

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

    https://image.digitalinsightresearch.in/uploads/NewsArticle/16793841/main.jpg
    Yasir Iqbal
  • Kuwait tenders upstream oil project

    12 May 2026

    State-owned upstream operator Kuwait Oil Company (KOC) has tendered a contract to develop power infrastructure to provide electricity to the country’s Bahra oil field.

    The project focuses on constructing an 11kV, 72MW main intake in the Bahra-A area.

    It also includes the development of 11kV, 20MW substations in the Bahra-A2 area, and the conversion of a substation in the Bahra-A1 area in northern Kuwait.

    An initial meeting for the project is scheduled for 7 June, and bids are due by 9 August.

    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.

    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/16792080/main.png
    Wil Crisp
  • Chinese company signs deal to develop Syria cement plant

    12 May 2026

    China’s Jiangsu Pengfei Group has signed a deal with Damascus-based Al-Hasan Holding Group (HHG) to develop a cement plant in Syria’s Raqa governorate.

    The “strategic agreement” was signed on 29 April, according to a statement from HHG.

    The clinker production line will have a capacity of 5,000 tonnes a day (t/d).

    Syria is seeking to expand cement production capacity to meet demand from the domestic construction sector.

    HHG is an integrated investment conglomerate headquartered in Damascus with a portfolio of companies across sectors including industry, trade, energy, construction, tourism and services.

    It was founded by the Syrian businessman Hassan Kamel Al-Hasan.

    Jiangsu Pengfei Group is a manufacturer of rotary kiln and grinding equipment.

    The company is involved in the design, manufacture and service of equipment in the fields of building materials, metallurgy and the chemical industry.

    It is also an engineering, procurement and construction service provider that has completed more than 100 cement production line projects.

    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/16792079/main.jpg
    Wil Crisp