Shareholders of Emaar Properties, Emaar Malls approve merger

Logo of Emaar Properties and Emaar Malls

Emaar Properties’ shareholders approved, on Oct. 10, 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.

This excludes the shares registered in the name of Emaar Properties, the developer said in a statement to Dubai Financial Market.

Shareholders approved increasing the company’s capital to AED 8.18 billion and amending Article 6 of the company’s articles of association to reflect the capital hike.

In addition, they approved the internal reorganization of the assets, rights, liabilities and businesses of Emaar Malls after completing the merger process and transferring them to Emaar Malls Management LLC, a wholly-owned Emaar subsidiary.

Shareholders also gave their nod to the amended terms of the merger agreement, the appointment of EY Consulting LLC as an independent valuer, valuation of Emaar Properties and Emaar Malls, and authorizing the board of directors or any person so authorized by the board to take any action as necessary to implement the merger.

In a separate statement, Emaar Malls said shareholders approved the amended terms of the merger agreement, the appointment of EY Consulting LLC as an independent valuer, valuation of Emaar Properties and Emaar Malls, as well as the dissolution of the company and for Emaar Properties to become the legal successor of the company in all rights and obligations.

In March, Emaar Properties decided to acquire the entire shares of Emaar Malls, as complete the de-listing of Emaar Malls by year-end.

Under the proposed transaction, Emaar Malls shareholders (excluding Emaar Properties) will receive 0.51 Emaar Properties shares for every one Emaar Malls share, according to data compiled by Argaam.

This represents a premium of 7% 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% to the market implied exchange ratio based on volume weighted average prices over the last one month to March 1, 2021.