Emaar Properties announced that its general assembly approved, during its meeting yesterday, the decision to merge with Emaar Malls, by issuing and allocating 0.51 new shares in the company for every one share of Emaar Malls shares (except for the shares registered in the name of Emaar). real estate).
“Emaar Properties” added in a statement published on the Dubai Financial Market website, which “Emirates Today” obtained a copy of, that the general assembly also agreed to: increase the company’s capital to 8179.7 million dirhams, and amend Article (6) of the company’s articles of association, as well as The internal restructuring of the assets, rights, obligations and business of Emaar Malls after the completion of the merger process, and transferring them to Emaar Mall to manage the malls wholly owned by the company.
It also agreed to the terms of the Merger Agreement (as amended), to appoint EY Consulting, the independent evaluator, as well as to agree to the valuation of Emaar Properties and Emaar Malls, and to authorize the Board of Directors of the company, or any person authorized by it, to take any action It may be necessary to carry out the merger and restructuring.
Emaar Malls Company also announced, in a separate statement, published on the Dubai Financial Market website, that its general assembly also approved, during its meeting yesterday, the decision to merge with Emaar Properties.
Emaar Malls added that the general assembly agreed on: the terms of the merger agreement, the appointment of “EY” Consulting the independent resident, the evaluation of “Emaar Properties” and “Emaar Malls”, and the dissolution of the company to become “Emaar Properties” the legal successor in all its rights and obligations, as well as From authorizing the company’s board of directors, or any person it authorizes, to take any action that may be necessary to implement the merger and restructuring.
It is noteworthy that Emaar Properties decided last March to acquire all of the shares of Emaar Malls, as it is currently completing the procedures required for this process, and canceling the listing of Emaar Malls at the end of 2021.
According to the data of the two companies, under the proposed transaction, shareholders of “Emaar Malls” (excluding Emaar Properties) will receive 0.51 shares of “Emaar Properties” shares for each share of “Emaar Malls” shares, (which represents a premium of 7% over the closing price of Emaar). Malls on March 1, 2021), which is the last trading day before this announcement, and a premium of 11.2% of the implied exchange rate in the market, based on the average price weighted by the trading volume during the month preceding the date of March 1, 2021.
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