A proposed merger move initiated between Emaar Properties and Emaar Malls received the final approval of the Securities & Commodities Authority (SCA).
In a joint statement on Monday, both entities said the merger process, as disclosed on March 2, 2021, has the unanimous support and recommendation of the board of directors of Emaar Properties and Emaar Malls (acting through its independent directors).
The move will reinforce Emaar Properties’ position as Mena’s largest integrated and diversified real estate company while ensuring that both Emaar Properties and Emaar Malls are strategically positioned to capture opportunities in the marketplace and drive shareholder value, said the statement.
The merger will help boost Emaar Properties’ financial and operational performance through full consolidation of Emaar Malls’ earnings and cash flow generation, and further reduce volatility through an increase in the proportion of earnings from recurring businesses.
“The proposed transaction, subject to satisfying the required conditions, would be affected as a statutory merger with Emaar Mall’s shareholders (excluding Emaar Properties) receiving 0.51 Emaar Properties shares for every one Emaar Mall share. This represents a premium of 7.1 per cent 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 per cent to the market-implied exchange ratio based on volume-weighted average prices over the last month to 1 March 2020. This represents a premium of 3.5 per cent to the closing price of Emaar Malls on 1 September 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 1 September 2021,” said the joint statement.
The merger is subject to several conditions, including the approval of the merger by a vote of shareholders who own at least 75 per cent of the shares represented at quorate general meetings of Emaar Properties and Emaar Malls, said the statement.
One of the world’s largest real estate companies, Emaar Properties has a land bank of 1.7 billion sq ft in the UAE and international markets.
The company has delivered over 72,100 residential units since 2002. Recurring revenue-generating assets include over 1,140,000 sqm of leasing space as well as 27 hotels and resorts with 5,895 rooms (includes owned as well as managed hotels).
Currently, 50 per cent of Emaar Properties’ revenue is from its shopping malls and retail, hospitality and leisure and international subsidiaries.
Emaar Malls’ properties include the Dubai Mall – claimed to be the world’s most visited shopping and entertainment mall for the last five years.
The company also owns and manages Souk Al Bahar in Downtown Dubai, Dubai Marina Mall, and Gold and Diamond Park.
The merger is subject to a number of conditions, including the approval by the shareholders of Emaar Properties and Emaar Malls.