Orascom Construction Industries in €310 Million Acquisition

March 29, 2010

Cleary Gottlieb represented Orascom Construction Industries, an Egyptian construction and fertilizer company that ranks among the top nitrogen-based fertilizer producers in the world, in its acquisition of DSM Agro and DSM Melamine from Royal DSM (DSM), a Dutch life sciences and material sciences company, for €310 million on a cash-free and debt-free basis. The transaction was entered into on March 29 and is expected to close on May 31, subject to regulatory, antitrust and other customary approvals and notifications.

DSM Agro is a producer of ammonia and high-nitrogen fertilizers for grasslands and agricultural crops. DSM Melamine is the world’s largest producer of melamine, a chemical product used mainly as an adhesive in wood-based panels and as a laminate in furniture and flooring.

OCI’s acquisition of DSM Agro and DSM Melamine is structured as a share purchase following an internal reorganization within DSM of the assets and shares comprising the businesses of DSM Agro and DSM Melamine. In addition, certain assets and liabilities related to the sales activities of DSM Melamine in Spain and the United Kingdom will be sold to Orascom Nitrogen or its designees as part of the transaction.