공시 • Jul 22
Abu Dhabi Ports Company PJSC (ADX:ADPORTS) completed the acquisition of 40.57% stake in Aramex PJSC (DFM:ARMX) for AED 1.8 billion.
Abu Dhabi Ports Company PJSC (ADX:ADPORTS) submitted a voluntary conditional cash offer to acquire remaining 77.31% stake in Aramex PJSC (DFM:ARMX) for AED 3.4 billion on January 10, 2025. Under the terms of offer, Abu Dhabi Ports Company to submit a voluntary conditional cash offer to acquire up to 100% of the issued and paid up share capital of Aramex PJSC not already held by Abu Dhabi Ports Company PJSC. As per the offer, shareholders of Aramex (excluding Abu Dhabi Ports Company PJSC) who decide to accept the Offer will be entitled to receive AED 3.00 in cash for each of their shares in Aramex (the Offer Price). If successful, this acquisition would result in Aramex becoming a fully owned subsidiary of ADQ, further consolidating Abu Dhabi’s position in the regional and global logistics sector. As of February 11, 2025, The Board of Directors has approved to recommend the Offer to Aramex's shareholders.
As of March 11, 2025, ADQ will become the majority shareholder in Aramex, subject to successful completion of the transaction, with cumulative ownership of 58 percent of shares achieved, including those already owned by AD Ports Group, in which ADQ holds a majority stake. The cash consideration payable under the Offer will be financed through existing financial resources available.
The Offer is subject to the terms and conditions set-out in the Offer Document including the following terms and conditions: receipt of all required governmental, corporate, regulatory and statutory approvals, exemptions and/or waivers, including receipt of the final written approval(s) of the SCA in relation to the Offer; receipt of all required antitrust and foreign direct investment regulatory and statutory approvals, exemptions and/or waivers, from the relevant governmental authorities within and outside the UAE; the Offeror’s satisfactory completion of due diligence on Aramex; receipt of any third party consent which may be identified in the due diligence exercise; no Material Adverse Effect having occurred prior to the Unconditional Date as provided in Article (35)(2)(b) of the Takeover Code. As per SCA regulations, ADQ has discretion to accept shares from shareholders who did not tender during the offer period until 3:00pm (UAE time) on March 24, 2025 at the offer price of AED 3.00 per share. The final total number of tendered shares will be announced on March 28, 2025.
As of March 24, 2025, The offerer obtained acceptances representing 40.57% of Aramex PJS. The aggregate acceptances, together with the shareholding of AD Ports Group, amounts to 63.26% of the shares in Aramex PJSC, which exceeds the minimum acceptance conditions for the Offer specified. Completion of the Offer remains subject to fulfilment of certain conditions specified in the Offer Document.
Rothschild & Co is acting as financial adviser, Emirates NBD Capital PSC as lead manager, Emirates NBD Bank PJSC as receiving agent for the tender offer and Allen Overy Shearman Sterling as legal adviser to Abu Dhabi Ports Company PJSC. HSBC Holdings plc acted as financial advisor to Aramex PJSC. Clifford Chance LLP acted as legal advisor to Aramex PJSC. HSBC provided fairness opinion to Aramex PJSC. EFG Hermes UAE Limited and International Securities LLC as co-lead managers to Abu Dhabi Ports Company PJSC.
Abu Dhabi Ports Company PJSC (ADX:ADPORTS) completed the acquisition of 40.57% stake in Aramex PJSC (DFM:ARMX) for AED 1.8 billion on July 22, 2025. It is expected that payment of consideration to Aramex Shareholders and the registration of the Aramex Shares in the name of the Offeror will take place on July 25, 2025. The aggregate acceptances, together with the shareholding of AD Ports Group, amounts to 63.26% of the shares in Aramex PJSC. The Offeror has announced today that it has received all required antitrust and foreign direct investment regulatory and statutory approvals, exemptions and/or waivers from relevant governmental authorities within and outside of the UAE. In addition, all other Offer Document conditions have been satisfied and/or waived in accordance with the requirements set out in the Offer Document. Accordingly, the Offer has become unconditional as and from the date of this announcement.