Emaar Properties PJSC (“Emaar Properties“, DFM: EMAAR) and Emaar Malls PJSC (“Emaar Malls“, DFM: EMAARMALLS) jointly announced today that the Securities & Commodities Authority (“SCA”) has issued its final approval pertaining to the proposed merger of the two companies.
As disclosed on March 2, 2021, the proposed merger has the unanimous support and recommendation of the board of directors of Emaar Properties and Emaar Malls (acting through its independent directors) and will reinforce Emaar Properties’ position as MENA’s largest integrated and diversified real estate company, ensuring both Emaar Properties and Emaar Malls are strategically positioned to capture opportunities in the marketplace and drive shareholder value.
The proposed transaction, subject to satisfying the required conditions, would be effected as a statutory merger with Emaar Malls shareholders (excluding Emaar Properties) receiving 0.51 Emaar Properties shares for every one Emaar Malls share. This represents a premium of 7.1% to the closing price of Emaar Malls on 1 March 2021, the last trading day prior to the merger announcement, and a premium of 11.2% to the market implied exchange ratio based on volume weighted average prices over the last one month to 1 March 2021[1]. Furthermore, this represents a premium of 3.5% to the closing price of Emaar Malls on 1 September 2021 and a premium of 4.4% to the market implied exchange ratio based on volume weighted average prices over the last one month to 1 September 20212.
The merger is subject to a number of conditions, including the approval of the merger by vote of shareholders who own at least 75% of the shares represented at quorate general meetings (“GMs“) of Emaar Properties and Emaar Malls. The shareholder circular (“Shareholder Circular”), which sets out a description of the merger and the combined businesses of Emaar Properties and Emaar Malls following completion of the merger, can be viewed at the companies’ website (www.emaar.com) or, alternatively, hard copies of the Shareholder Circular can be obtained (without charge) from the offices of the companies at Building 1, Level 7, Dubai Hills Estate Business Park, Dubai Hills Estate, Emirate of Dubai, United Arab Emirates.
The boards of directors of Emaar Properties and Emaar Malls are scheduled to circulate a resolution on 9 September 20201 to invite the shareholders to attend the General Meeting of the companies, which will be held both physically and remotely/electronically on 10 October 2021. Additional details are disclosed in the Shareholder Circular.
Subject to the satisfaction of the conditions to the merger, upon the effective date of the merger the assets and liabilities of Emaar Malls (including the rights and liabilities of Emaar Malls as the obligor under the transaction documents relating to EMG Sukuk Limited’s U.S.$750,000,000 Trust Certificates Due 2024 (ISIN XS1075401726) (the “Certificates” and the “Transaction Documents”) will be assumed by Emaar Properties in consideration for the issue of new Emaar Properties shares to existing Emaar Malls shareholders (excluding Emaar Properties). As a subsequent step, the existing business of Emaar Malls will be reconstituted in a wholly owned subsidiary of Emaar Properties, with such subsidiary taking on the rights and liabilities of the obligor under the Transaction Documents from Emaar Properties (the “Reorganisation”).
The consent solicitation memorandum (“Consent Solicitation Memorandum”) setting out the terms and conditions of a consent solicitation exercise (the “Consent Solicitation”) to obtain the approval of eligible holders of the Certificates (“Certificateholders”) to the merger, the Reorganisation and related matters is available to eligible persons from the information and tabulation agent at https://projects.morrowsodali.com/emaar. As mentioned in the Consent Solicitation Memorandum, the Certificateholders’ meeting is expected to be held on 28 September 2021. Additional details are disclosed in the Consent Solicitation Memorandum.
As disclosed on July 6, 2021, the merger is expected to complete before year-end 2021.
Visit www.emaar.com/en/investor-relations for more information.
