Merger of Emaar Properties and Emaar Malls receives final nod

Dubai listed Emaar Properties and Emaar Malls have announced that the Securities & Commodities Authority (SCA) has issued its final approval pertaining to the proposed merger of the two companies.

The proposed merger has the support and recommendation of the board of directors of Emaar Properties and Emaar Malls (acting through its independent directors), and will reinforce the former’s position as an integrated and diversified real estate company, a statement said.

The proposed transaction 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 per cent to the closing price of Emaar Malls on March 1, 2021, the last trading day prior to the merger announcement, and a premium of 11.2 per cent to the market implied exchange ratio based on volume weighted average prices over the last one month to March 1, 2021.

Read: Dubai-listed Emaar Properties and Emaar Malls announce merger plans

Furthermore, this represents a premium of 3.5 per cent to the closing price of Emaar Malls on September 1, 2021, and a premium of 4.4 per cent to the market implied exchange ratio based on volume weighted average prices over the last one month to September 1, 2021.

The merger is subject to a number of conditions, including the approval of the merger by vote of shareholders who own at least 75 per cent of the shares represented at quorate general meetings of Emaar Properties and Emaar Malls.

The boards of directors of Emaar Properties and Emaar Malls are scheduled to circulate a resolution on September 9, 2021, to invite the shareholders to attend the General Meeting of the companies, which will be held both physically and electronically on October 10, 2021.

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 $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). This is subject to the satisfaction of the merger conditions, upon the effective date of the merger.

The existing business of Emaar Malls will then 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 merger is expected to complete before the end of this year.