• Key arrangement to enhance operational flexibility for Borouge Group International AG, creating significant value for shareholders and supporting future dividend payments 
  • Borouge Group International AG is expected to receive strong investment grade ratings from S&P, Moody’s and Fitch, underpinning its robust financial position
  • Timing of Borouge Group International AG’s proposed listing will align with company’s future equity raise, maximizing value for all shareholders
  • Strong progress towards transactions close, anticipated by the end of March 2026
  • Borouge Plc intended annual dividend 16.2 fils per share unchanged  

Abu Dhabi, UAE – ADNOC and OMV Aktiengesellschaft (“OMV”) today announced strong progress towards the formation of Borouge Group International AG, including the signing of an Asset Usage Agreement (the “Agreement”) for the Borouge 4 (“B4”) production complex. The formation of Borouge Group International AG, through the combination of Borouge Plc and Borealis, and acquisition of Nova Chemicals, is progressing according to plan, with the transactions close expected by the end of March 2026, subject to customary conditions.

B4 is a new integrated polyolefins production complex with a 1.5 million tonnes ethane cracker and 1.4 million tonnes of polyethylene capacity, with the first plant expected to startup this quarter. Boasting the latest, proprietary Borstar® technology to produce advanced, high-premium polyethylene, B4 is 70% owned by ADNOC and 30% by OMV, and forms part of the Borouge production site, set to become the world’s largest single-site polyolefins complex.

The Agreement enables Borouge Plc, and subsequently Borouge Group International AG, to operate and market the volumes of B4 in return for an at-cost asset utilization fee. It will provide both entities with financial flexibility while delivering an estimated USD 400 million in cumulative net profit over the next three years, representing approximately 10% annual accretion to Borouge Plc earnings post ramp up. It is anticipated that the Agreement for B4 will be maintained until Borouge Group International AG acquires the asset from its current owners, which is currently not expected before 2029, thereby providing flexibility on the timing of future capital outlays.

B4 operations are expected to ramp up progressively throughout 2026 and with the signing of the Agreement, Borouge Group International AG will have access to 13.6 million tonnes of nameplate production capacity across Europe, the Middle East and North America, positioning the company as the world’s fourth largest polyolefins producer. The combined entity is expected to continue delivering a best-in-class margin profile and generate significant synergies.

Robust capital structure recognized by strong credit ratings

Borouge Group International AG is expected to receive A (Negative) / Baa1 (Stable) / A- (Stable) ratings from S&P, Moody’s and Fitch, respectively, confirming its strong financial position and capital structure. ADNOC and OMV are committed to maintaining investment grade credit ratings for Borouge Group International AG.

Borouge Group International AG will benefit from one of the most geographically diversified platforms in the polyolefins sector, integrating production across three continents and serving customers internationally. This truly global reach, combined with long-term shareholders and a robust capital structure, will deliver resilience throughout the business cycle and an unmatched ability to drive sustainable shareholder returns. 

Timing of tender offer and equity raise

ADNOC and OMV reaffirm the importance of the previously announced planned tender offer to create a simplified structure that will enable value creation from the new global growth platform. The timing of the proposed tender offer, which will convert Borouge Plc shares to Borouge Group International AG shares, will align with the new company’s future equity raise, to maximize value for all shareholders. The tender offer is expected to take place in 2027, subject to market conditions and approval by the UAE Capital Market Authority. Until then, Borouge Group International AG will be privately held and Borouge Plc shares will remain listed on the Abu Dhabi Securities Exchange (ADX). The recently received credit ratings factor in the impact and flexibility on timing of both the future equity raise and the planned acquisition of B4 at cost by Borouge Group International AG.

Borouge Plc shareholders and Borouge Group International AG’s owners, ADNOC and OMV, will benefit from the accretion provided by the Agreement. Borouge Plc shareholders are expected to also benefit from intended annual dividend commitment of 16.2 fils per share, which will be maintained by Borouge Group International AG, post completion of the proposed tender offer.

Upon completion, ADNOC’s stake in Borouge Group International AG will be transferred to XRG, a wholly owned subsidiary of ADNOC, complementing XRG’s Global Chemicals Platform, and fully supporting its ambition to become a top three global chemicals investor.

Borouge Group International AG will be jointly controlled as an equal partnership between XRG and OMV AG, each holding a 50% stake at completion. As long-term, value-creating owners, both companies are committed to unlocking the full potential of Borouge Group International AG, including the realization of synergies.

About ADNOC

ADNOC is a leading diversified energy and petrochemicals group wholly owned by the Emirate of Abu Dhabi. ADNOC’s objective is to maximize the value of the Emirate’s vast hydrocarbon reserves through responsible and sustainable exploration and production to support the United Arab Emirates’ economic growth and diversification. To find out more, visit: www.adnoc.ae

For media inquiries, please contact: media@adnoc.ae

For investor inquiries, please contact: IR@adnoc.ae

About OMV Aktiengesellschaft

It is our purpose to re-invent essentials for sustainable living. OMV is transitioning to become an integrated sustainable energy, fuels, and chemicals company. OMV is striving to achieve net zero by 2050 at the latest. In 2025, the company generated revenues of 24 billion euros with a talented workforce of around 22,300 employees worldwide. OMV’s key strategic majority shareholdings include a 75 percent stake in Borealis and a 51.2 percent stake in OMV Petrom. OMV shares are traded on the Vienna Stock Exchange (OMV) and in the US on OTCQX (OMVKY, OMVJF). For more information, please visit: www.omv.com

For media inquiries, please contact:
Sylvia Shin, SVP Group Communications
media.relations@omv.com

For investor inquiries, please contact:
Florian Greger, SVP Investor Relations & Sustainability
investor.relations@omv.com

About XRG

XRG is ADNOC's international investment arm. With a valuation exceeding $150 billion, XRG is building a global portfolio to meet a new era of energy demand. Focused on long-term value creation and shared prosperity, XRG invests across energy and chemicals to deliver energy security and essential materials to the world.

About Borouge Group International AG

Announced in March 2025, the formation of Borouge Group International AG will create a global polyolefins powerhouse through the combination of Borouge Plc and Borealis together with the acquisition of Nova Chemicals, subject to regulatory approvals and other customary conditions.

Borouge Group International AG will be jointly owned by XRG, a wholly owned subsidiary of ADNOC, and OMV, with equal 50% shareholdings. The new entity will hold approximately 90% of Borouge Plc, with the remaining free float listed on the Abu Dhabi Securities Exchange (ADX).

About Borouge 4 Asset Usage Agreement

The Agreement is signed between Abu Dhabi Polymers Company (“ADP”), a subsidiary of Borouge plc, and B4 LLC, a company owned 70% by ADNOC and 30% by OMV. In exchange, Borouge Plc will pay a utilization fee to the owners of B4, which will be structured to cover the financing costs associated with the B4 ECA term facility. The Agreement enables Borouge Plc, and subsequently Borouge Group International AG, to operate and market the volumes of B4 in return for an at-cost asset utilization fee for the period 2026 – 2028.

Disclaimer

Nothing in this press release is intended to be, or constitutes, an offer (or an intention to make an offer) by any person (including Borouge Group International AG, ADNOC, OMV, Borealis GmbH, Nova Chemicals Corporation) for shares in Borouge Plc or a recommendation by the Board of Directors of Borouge Plc under the Decision of the Chairman of the UAE Capital Market Authority Board of Directors No. (18 / R.M) of 2017 or under the Abu Dhabi Global Market Takeover Regulations (Takeover Code) Rules 2015.

Any listing of Borouge Group International AG shares on the ADX is subject to approval of admission to listing and trading on ADX. 

Statements of potential synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the potential synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.