“Emaar Properties” and “Emaar Malls Company” announced that their board of directors voted to submit a recommendation to their shareholders to merge the full shares of the two companies.
A statement issued yesterday stated that the proposed merger had the full support and recommendation of the board members of both “Emaar Properties” and “Emaar Malls”, represented by its independent members, which would enhance the position of “Emaar Properties” as the largest integrated and diversified real estate company in the region. The Middle East and North Africa, which ensures that both companies have a strategic position that allows seizing the opportunities available in the market, and creating more value for shareholders.
As part of the deal, the current business of “Emaar Malls” will be reconfigured into a wholly owned subsidiary of “Emaar Properties”, provided that this subsidiary company will continue to develop and own a diversified portfolio of shopping centers and premium retail assets, with the continued inclusion of “Emaar.” Real Estate »in the Dubai Financial Market.
The merger provides a compelling value proposition for the shareholders of both “Emaar Properties” and “Emaar Malls”, as it is expected to achieve several benefits represented in consolidating the position of “Emaar Properties” as the largest integrated and diversified real estate company in the Middle East and North Africa, and enhancing financial and operational performance. To “Emaar Properties” through the complete (100%) merger of “Emaar Malls” profits and cash flows, and reducing fluctuations by increasing the percentage of profits made from businesses that generate continuous revenues, as well as fully integrating “Emaar Malls” into “Emaar” Real Estate »to form part of a much larger and more diversified group, with the reconfiguration of« Emaar Malls »into a wholly owned subsidiary, which will continue to develop and own a variety of shopping centers and premium retail assets, so that the majority of its profits before the calculation of interest, taxes, depreciation and depreciation are generated within Emirate of Dubai.
The merger is also expected to significantly improve the profits of Emaar Malls shareholders through achieving a noticeable increase in earnings per share immediately after the completion of the deal, and taking advantage of the long-term growth potential of Emaar Properties, in addition to enhancing the strong financial position of the company. Emaar Properties, which uses conservative loan ratios while enhancing the financial flexibility of the merged group, enhancing the credit standing of Emaar Properties, and protecting the credit strength of Emaar Malls, with the expectation of a neutral impact on its current credit ratings as a result of the deal.
The statement also indicated benefits related to simplifying the organizational structure of “Emaar Properties”, enhancing the general flexibility and strategic alignment of the unified group across its main companies, as well as strengthening Emaar Properties’ position in the regional capital markets, and increasing the liquidity of its shares in the Dubai Financial Market, with Maintaining its inclusion in international stock indices.
The merger between Emaar Properties and Emaar Malls is also expected to enhance the merged group’s position as a leading national real estate company, and to contribute to the continued development of Dubai, given its essential role in achieving the economic vision of Dubai and the UAE.
The proposed transaction will be implemented as a legal merger through a share exchange, as the shareholders of Emaar Malls (excluding Emaar Properties) will receive 0.51 shares of Emaar Properties for every share of Emaar Malls, representing a premium of 7.1% on the price. The closure of «Emaar Malls» on the first of March 2021, which is the last trading day before this announcement, and a premium of 11.2% of the implicit exchange rate in the market based on the average prices weighted by the trading volume during the last month until the first of March 2021. The merger is subject to a number of conditions. , Including the approval of the shareholders of “Emaar Properties” and “Emaar Malls.”
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