ADNOC and OMV have entered into a binding framework agreement to combine their shareholdings in Borouge plc and Borealis AG into a new entity called Borouge Group International, worth over $60 billion. Upon completion, this new company will acquire Nova Chemicals Corp. for $13.4 billion, including debt, as per the ADNOC Share and Purchase Agreement with Nova Holding Company.
Nova Chemicals, a leading polyethylene producer in North America, brings a production capacity of 2.6 million metric tons (mt) of polyethylene and 4.2 million mt of ethylene.
Combining both agreements with the ongoing Borouge-4 expansion project will establish Borouge Group International as a global polyolefins powerhouse, making it the fourth-largest producer worldwide by nameplate capacity, ADNOC said on Tuesday.
Notably, Borouge-4 is an industrial project under development in Ruwais Industrial City in the UAE, spearheaded by Borouge, a joint venture between ADNOC and Borealis. Recontributing of Borouge-4 is expected to cost $7.5 billion, driving growth with an estimated EBITDA of $900 million when fully operational.
Meanwhile, Borouge Group International will retain key corporate hubs in Calgary, Pittsburgh, and Singapore. It is expected to reach a total polyolefins production capacity of 13.6 million tons per annum (mtpa), including ongoing organic growth projects.
“Building on our 25-year strategic partnership with OMV, we will create a new industry powerhouse, with a portfolio of premium products, cutting-edge technologies, and worldwide market access,” said Sultan Ahmed Al Jaber, ADNOC Managing Director and Group CEO.
“The visionary combination of Borouge and Borealis and the acquisition of Nova Chemicals further future-proof ADNOC and solidify Abu Dhabi’s status as a leader in the chemicals sector, as we seek to meet the growing global demand for chemicals and associated products while driving value creation and growth opportunities for our shareholders,” he added.
Borouge Group International is intended to be headquartered and domiciled in Austria, with regional headquarters in the UAE. The company will be listed on the Abu Dhabi Securities Exchange (ADX). Under the terms of the Agreement, ADNOC and OMV will hold equal stakes of 46.94% in Borouge Group International, with joint control and equal partnership, with the remaining 6.12% in free float, subject to SCA approval and assuming all existing Borouge free float shareholders accept to exchange their existing shares in Borouge into shares in Borouge Group International.
“These landmark transactions represent a momentous step for OMV. They will accelerate our growth strategy in chemicals and support OMV’s transformation into an integrated sustainable chemicals, fuels, and energy company,” said Alfred Stern, Chairman of the Executive Board and Chief Executive Officer of OMV.
“We aim to significantly increase the sales volumes of innovative polyolefin premium products and be at the forefront of renewable and circular economy solutions. Together, OMV and ADNOC will build on a versatile and future-proof product portfolio and pursue significant organic growth opportunities,” he added.
The combination of Borouge and Borealis, alongside Nova Chemicals’ acquisition, is anticpated to generate $500 million in synergies annually, with 75% of these benefits expected within three years of completion. The transactions are subject to regulatory approvals and are expected to close by the first quarter of 2026.
Upon completion, ADNOC’s stake in Borouge Group International will be transferred to and held by XRG.
