Each Emaar Malls scrip to fetch 0.51 Emaar Properties share
The proposed merger is intended to 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 this announcement
The merger will reinforce Emaar Properties, founded by Mohamed Alabbar, as MENA’s largest integrated and diversified real estate company with AED117 billion in total assets value (as of Dec 31, 2020).
The proposed merger has the unanimous support and recommendation of the board of directors of Emaar Properties and Emaar Malls.
The implied pro-forma market capitalisation of the merged entity is estimated to be AED29 billion.
The joint statement noted that the combination offers a compelling value proposition for both Emaar Properties’ and Emaar Malls’ shareholders and is expected to create the several benefits.
Wholly owned subsidiary
The move will fully incorporate Emaar Malls into Emaar Properties, a significantly larger and more diversified group, while reconstituting Emaar Malls as a wholly owned subsidiary that will continue to develop and hold a portfolio of premium shopping malls and retail assets.
The merger of Emaar Properties and Emaar Malls is expected to enhance the combined group’s position as a national real estate champion and will continue to contribute to the ongoing development of Dubai.
On the effective date of the merger, Emaar Malls will be dissolved as a legal entity. Following which, the business of Emaar Malls will be reconstituted in Emaar Malls Management LLC, a wholly owned subsidiary of Emaar Properties.
Emaar Properties will continue to be listed on the Dubai Financial Market. On or around March 16, 2021, Emaar Properties and Emaar Malls intend to publish a shareholder circular containing the full terms and conditions of the merger for shareholder review and consideration.
On the effective date of the merger, the total issued share capital of Emaar Properties will be 8,179,738,158 shares with Emaar Malls’ shareholders holding approximately 12.5 per cent of the enlarged share capital of Emaar Properties and Emaar Properties’ shareholders holding approximately 87.5 per cent.