ADNOC and OMV have signed a binding Framework Agreement to merge their shareholdings in Borouge and Borealis, forming a global polyolefins giant valued at over $60 billion. ADNOC has also entered into a share purchase agreement to acquire Nova Chemicals for $13.4 billion, including debt. Upon completion, Borouge Group International will be established as the fourth-largest polyolefins producer in the world, with an annual nameplate production capacity of approximately 13.6 million tons.

The new entity will be headquartered in Austria, with regional offices in the UAE, Canada, the U.S., and Singapore. It will be listed on the Abu Dhabi Securities Exchange (ADX), subject to approval by the UAE Securities and Commodities Authority (SCA). ADNOC and OMV will each hold a 46.94% stake, maintaining joint control, while the remaining 6.12% will be in free float, assuming existing Borouge free float shareholders opt to exchange their shares into the new entity. Borouge Group International will benefit from competitive feedstock access, a strong portfolio of differentiated and premium polyolefin products, direct entry into high-growth markets, world-class technologies, and leadership in sustainability and circularity solutions.

To strengthen its financial position, Borouge Group International plans to raise up to $4 billion in primary capital by 2026, targeting MSCI index inclusion and maintaining an investment-grade credit rating. The deal also includes the recontribution of Borouge-4, which is expected to be completed by the end of 2026 at a cost of approximately $7.5 billion, including debt. Borouge-4 is anticipated to contribute an estimated $900 million in EBITDA, enhancing operating cash flows and dividend distribution. The proposed transactions are expected to generate $500 million in synergy value, with 75% of these synergies realized within three years. Borouge Group International aims to deliver strong shareholder returns, targeting a 90% dividend payout ratio, with a minimum annual payout of 16.2 fils per share, representing at least a 2% increase over Borouge’s full-year 2024 dividend per share.

His Excellency Dr. Sultan Ahmed Al Jaber, ADNOC’s Managing Director and Group CEO, described the merger as a transformative step in ADNOC’s chemicals strategy, reinforcing Abu Dhabi’s leadership in the sector. OMV CEO Alfred Stern emphasized that the transactions accelerate OMV’s growth in chemicals, positioning the company as a key player in sustainable materials, renewable solutions, and the circular economy.

Borouge Group International is committed to sustainability, with plans to build on Borealis, Borouge, and Nova’s existing circular initiatives and achieve net-zero Scope 1 and 2 emissions before 2050. The merger and acquisition are expected to be finalized in the first quarter of 2026, pending regulatory approvals. ADNOC’s stake in Borouge Group International will be transferred to XRG, aligning with its global chemicals strategy and value creation goals.