Methanex Corporation (TSX:MX) entered into a definitive agreement to acquire OCI Methanol group from OCI N.V. (ENXTAM:OCI), Alpha Dhabi Holding PJSC (ADX:ALPHADHABI) and Abu Dhabi Developmental Holding Company PJSC for $2.1 billion on September 8, 2024. A cash consideration of $1.15 billion will be paid by Methanex Corporation subject to customary closing adjustments, 9.9 million common equity of Methanex Corporation to be issued and and the assumption of $450 million in debt and leases. Under the definitive agreement with OCI, the approximate $2.05 billion purchase price will consist of $1.18 billion in cash, the issuance of 9.9 million common shares of Methanex valued at $450 million (based on a $45 per share price) and the assumption of approximately $450 million in debt and leases. Purchase price consideration of $2.05 billion on a cash-free and debt-free basis following a competitive process. OCI is expected to become an approximately 13% shareholder, and the second largest shareholder in Methanex following the Transaction. Acquisition expected to be immediately accretive to free cash flow per share. The transaction reflects TEV/EBITDA multiple of 7.5x. Methanex intends to fund the cash consideration of the transaction through a combination of cash on hand and new debt issuance. Following the announcement of the sale of OCI Methanol, OCI repurchased its 11% and 4% minority stakes in OCI Methanol from Alpha Dhabi Holding PJSC and ADQ, respectively. The Company has obtained a fully committed debt financing package from Royal Bank of Canada to support the transaction. Proceeds from the Transaction will be prioritized to significantly reduce OCI holding company gross debt and to return capital to shareholders. OCI holds 85% stake, and Alpha Dhabi Holding and ADQ holds 15% stake in OCI Methanol. Net proceeds to OCI expected to be approximately $1.2 billion after adjusting for net indebtedness, payments to minority interest holders (ADH/ADQ), outstanding gas hedges and other adjustments.

The Transaction is expected to close in the first half of 2025 subject to satisfaction of certain regulatory approvals, customary closing conditions, and other closing conditions including TSX approval for the issuance of Methanex shares to OCI and receipt of OCI shareholder approval. The transaction has been approved by the boards of directors of both companies. An agreement to vote for the Transaction has been signed by the largest shareholder of OCI with an interest of approximately 39% in the Company. As on October 29, 2024, Methanex announced the successful syndication of acquisition financing to support the earlier announced agreement to acquire OCI Global?s international methanol business (?OCI Acquisition?) for $2.05 billion. The new financing arrangements are with a syndicate of highly rated financial institutions and include, up to $650 million in Term Loan A commitments which can be drawn upon closing of the OCI Acquisition. The Term Loan A carries a variable interest rate and is split between three and four-year tenors that can be flexibly repaid to support de-levering, $600 million in revolving credit facility commitments, split between a $400 million tranche which will have a renewed five-year tenor and a $200 million tranche with a three-year tenor, both from closing of the OCI Acquisition. This new facility will replace the Company?s existing $500 million facility which remains available until transaction closing. Both the Term Loan A and new revolving credit facility include financial covenants consistent with the Company?s existing credit facilities. The syndication banks continue to underwrite the remaining bridge facility of $525 million. As of May 14, 2025, European Commission had approved the acquisition on May 14, 2025. As of June 12, 2025, All regulatory approvals required for the closing of the Transaction have been obtained. The transaction is now expected to complete on June 27, 2025.

Morgan Stanley & Co. International plc is serving as financial advisor and Romain Dambre, Andrew Schoorlemmer, Oliver Bacon and Tim Stevens of A&O Shearman is acting as legal advisor to OCI. Methanex?s financial advisors for the transaction were Deutsche Bank and RBC Capital Markets. Robin Mahood, Liezl Behm, Linda Brown of McCarthy Tétrault LLP, Brian Burke, Samantha Mobley, Kurt Haegeman, Tom Jenkins and Lisa Weinert of Baker McKenzie LLP, Loyens & Loeff N.V. and Reed Smith LLP acted as legal counsel for Methanex. Deutsche Bank and RBC Capital Markets provided fairness opinions to Methanex?s Board of Directors. Andrew Bab, Jennifer Chu of Debevoise & Plimpton LLP represented Deutsche Bank as financial advisor to Methanex Corporation. Stikeman Elliott LLP, Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to OCI N.V. (ENXTAM:OCI).

Methanex Corporation (TSX:MX) completed the acquisition of OCI Methanol group from OCI N.V. (ENXTAM:OCI), Alpha Dhabi Holding PJSC (ADX:ALPHADHABI) and Abu Dhabi Developmental Holding Company PJSC on June 27, 2025.