On January 3, 2025, the Stockholm Chamber of Commerce (SCC) ruled in favor of OMV in the arbitration proceedings relating to the Austrian supply contract, awarding OMV compensation by Gazprom Export LLC. In light of this favorable award, the financial impact of the partial set-off against liabilities under the Austrian gas supply contract was recorded in other operating income in 2025 in the amount of EUR 48 mn, since the gain was no longer contingent.
On March 3, 2025 OMV and ADNOC signed a binding agreement for the combination of their shareholdings in Borealis and Borouge into Borouge Group International. ADNOC has also entered in a share purchase agreement with Nova Chemicals Holdings GmbH, an indirectly wholly owned company of Mubadala Investment Company P.J.S.C. for 100% of Nova Chemicals for an enterprise value of USD 13.4 bn. ADNOC and OMV have also agreed that upon completion of the combination, Borouge Group International will acquire Nova Chemicals further expanding its footprint in North America.
OMV and ADNOC will have equal shareholdings of 46.94% each and equal partnership in Borouge Group International following a cash injection of EUR 1.6 bn (reduced by dividends paid out until closing) by OMV into the new company. The new entity will be headquartered and domiciled in Vienna, Austria, with regional headquarters in Abu Dhabi, and listed on the Abu Dhabi Securities Exchange (ADX). It is intended that Borouge Group International will have a dual listing on the Vienna Stock Exchange (ATX) in the future. The equal shareholding structure enables joint control between OMV and ADNOC, allowing both parties to have equal decision-making rights in all strategic matters.
Once fully operational, Borouge 4 is envisaged to be retransferred to Borouge Group International at the end of 2026. When combined, the three highly complementary world-class businesses will create the fourth-largest global polyolefin group with equal shareholdings by OMV and ADNOC.
The acquisition of Nova Chemicals, a North American-based polyolefin producer and a leader in advanced packaging solutions and proprietary technologies, will further strengthen Borouge Group International’s presence across the Americas and increase its exposure to advantaged feedstock. Borouge Group International will be uniquely positioned to create value and generate superior through-cycle shareholder returns, supported by synergies and a strong pipeline of organic growth projects. The Nova Chemicals transaction will be funded through acquisition debt, which is expected to be refinanced in the capital markets. The valuation implies an Enterprise Value to EBITDA multiple of around 7.5 on the basis of an expected through-the-cycle EBITDA of USD 1.8 bn.
The combination of Borouge and Borealis and the acquisition of Nova Chemicals will be closed simultaneously, with expected completion in Q1 2026 subject to regulatory approvals and other customary conditions.
This subsequent event is expected to have a significant impact on OMVs consolidated financial statements as follows.
- Based on the signed agreement, OMV is expected to lose control over Borealis group (excluding the Borouge investments) leading to deconsolidation after closing of the transaction. Consequently, on March 3, 2025 Borealis Group (excluding the Borouge investments) will be reclassified to “held for sale” according to IFRS 5.
Upon the reclassification to “held for sale” depreciation of non-current assets and at-equity accounting of the disposal group will cease in line with IFRS 5 requirements. - Borealis Group (excluding the Borouge investments) represents a separate major line of business for OMV and will therefore be reported as a discontinued operation in line with IFRS 5.32. This will trigger a restatement of the financial statements of 2024 as comparative period and will be published as part of OMV Group Report for Q1/25.
- Borouge investments are currently jointly controlled by OMV and ADNOC and will continue to be jointly controlled after the closing of the transaction.
- Some entities of Borealis Group are members of the Austrian Tax Group and will continue to be part of the Austrian Tax Group after closing of the transaction via joint tax grouping (Beteiligungsgemeinschaft). This joint tax group will be formed by the Austrian shareholders of Borealis Group and the proportional share of taxable result of the joint tax group will be attributable to the Austrian Tax Group. Expected partial disposal of Borealis Group from the Austrian Tax Group will trigger the reassessment of the net deferred tax asset position (DTA) of the Austrian Tax Group in OMV Aktiengesellschaft. As a consequence, DTA of the Austrian tax Group will be decreased by approx. EUR 100 mn and will be presented in the line “Taxes on income and profit” in the Consolidated Income Statement in Q1/25.