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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.

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Indrajit Sen

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    Oman’s 120MW Jaalan Bani Bu Ali (JBB) wind independent power project (IPP) has reached financial close, according to the consortium developing the project.

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    China State Construction Engineering Corporation recently signed a contract for Kuwait’s North Kabd wastewater treatment plant, the country’s largest wastewater infrastructure project to date.

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    The facility will have a treatment capacity of up to 1 million cubic metres a day (cm/d), with the $3.3bn contract covering the design, construction, operation and maintenance of the plant over a 10-year period.

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    Meanwhile, Kuwait’s Ministry of Public Works (MPW) has been progressing several tenders for major water infrastructure projects covering rainwater drainage and treated water systems in the country’s southern and northern regions.

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    Kuwait’s power sector recorded just $271m of contract awards by early August, according to MEED Projects, putting activity well below recent annual levels.

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    Kuwait is advancing the 1,800MW Al-Khairan phase one independent water and power project (IWPP), for which two developer consortiums led by Abu Dhabi National Energy Company (Taqa) and Saudi Arabia’s Acwa submitted bids in June.

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    The contract to develop the 1,100MW phase three, zone one solar photovoltaic (PV) project is expected to be confirmed soon, with a consortium led by Abu Dhabi Future Energy Company (Masdar) previously reported to be the frontrunner.

    A separate 500MW solar PV project is also being procured under phase three, zone two of the same programme, with bids submitted on 26 July. If the contract is awarded by the end of the year, the two Shagaya contracts would add about $2bn to the value of power sector awards.  

    Another notable development was the 25-year energy conversion and water purchase agreement signed in February for the Al-Zour North IWPP phases two and three. The signing marked a key step towards financial close on the estimated $4bn project. Once completed, the facility will add 2,700MW of power and 120 MIGD of desalinated water to Kuwait’s supply network

    The Shagaya, Khairan and Zour North projects form a key part of Kuwait’s generation portfolio. The country is aiming to reach 22,100MW of installed renewable energy capacity by 2030, under a 20-year strategy announced in March 2025 that extends to 2050.

    Kuwait is also continuing to invest in existing generation plants. MEWRE is evaluating bids for the $1.7bn upgrade of the Subiya power and water plant, including the conversion of units from open-cycle to combined-cycle operation and the modernisation of existing facilities.

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    In June, Kuwait approved sites in Al-Mutlaa and Jaber Al-Ahmad cities for the development of the projects. The projects will be implemented in phases, with the first phase providing 500MW of storage capacity. The first facilities are expected to be operational by summer 2027 and will supply stored energy to the electricity grid during periods of peak demand.

    Elsewhere, MEWRE continues to evaluate offers from Shanghai Electric Group and local firm Heavy Engineering Industries & Shipbuilding Company (Heisco) for the estimated $400m engineering, procurement and construction contract to rehabilitate and modernise eight boilers at the Subiya power generation and water distillation station. The bid bond validity has been extended to 23 August, indicating that the procurement process remains ongoing.

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  • Syrian court gives death penalty to Bashar Al-Assad

    11 August 2026

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    A Syrian court has sentenced former president Bashar Al-Assad to death after trying him in absentia, convicting him of crimes committed during the country’s nearly 14 years of civil war.

    It is the first such ruling under Syria’s transitional authorities, who ousted Al-Assad in December 2024 and vowed justice and accountability for crimes committed under his rule.

    Al-Assad fled to Moscow as Islamist-led forces closed in on Damascus after a lightning offensive.

    In a Damascus court, Judge Fakhr Al-Din Al-Aryan convicted Al-Assad of crimes including “premeditated murder, the intentional killing of more than one person, the intentional killing of children under 15 years … torture, torture leading to death, and deprivation of liberty on multiple occasions” — acts the court classified as crimes against humanity and war crimes.

    “He is therefore sentenced to death,” the judge said in his ruling.

    The court also sentenced six former military and security officials to death in absentia, including Al-Assad’s brother Maher, who ran the army’s elite Fourth Division and also fled the country.

    Those convicted included former defence minister Fahd Al-Freij and Louay Al-Ali, who headed military intelligence in Daraa province in 2011.

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    The officials were convicted of crimes including murder, incitement to murder, torture leading to death and repeated deprivation of liberty, also classified as crimes against humanity and war crimes.

    Former security official Atif Najib – the only defendant tried in person – was also sentenced to death for crimes against humanity committed while he headed political security in Daraa province, the cradle of the country’s 2011 uprising.

    Najib, a cousin of Al-Assad who was arrested in January last year, was convicted of crimes including murder, the intentional killing of children under 15 and torture leading to death.

    The acts attributed to him are “crimes against humanity”, the court said as it handed down “the harshest punishment … which is the death penalty”.

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    Syria began proceedings in April against Al-Assad and other officials, accused both in person and in absentia of atrocities during the civil war, which erupted after the former authorities’ brutal repression of pro-democracy protesters.

    More than half a million people were killed and millions displaced, while tens of thousands disappeared, many into the country’s brutal prison system.

    The uprising began in Daraa in March 2011 after 15 students were arrested for allegedly writing anti-government slogans on the city’s walls.

    Residents said the students were tortured, prompting protests demanding their release that ended in bloodshed.

    Security forces suppressed demonstrations and fired live ammunition to disperse sit-ins at several locations.

    Najib was dismissed after the crackdown as protests spread to other provinces.

    Judge Al-Aryan said Najib had denied the charges and shown “no remorse”.

    Al-Assad took power in Syria in 2000 in an unopposed election following the death of his father, Hafez Al-Assad, who was president from 1971.

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    MEED Editorial