Announcement • Oct 01
Bayanat AI PLC (ADX:BAYANAT) completed the acquisition of Al Yah Satellite Communication Company PJSC (ADX:YAHSAT) from Mamoura Diversified Global Holding PJSC and others.
Bayanat AI PLC (ADX:BAYANAT) agreed to acquire Al Yah Satellite Communication Company PJSC (ADX:YAHSAT) from Mamoura Diversified Global Holding PJSC and others for AED 7.6 billion on December 18, 2023. The Merger, through the issuance of 0.897821 new shares in the capital of Bayanat for every one share in Yahsat. As per the terms of the agreement, the proposed transaction will be executed through a share swap with Bayanat as the remaining legal entity. Bayanat shareholders will own approximately 54% and Yahsat shareholders approximately 46% of the combined entity. Upon completion, Group 42 (G42), Mubadala Investment Company (Mubadala)and International Holding Company (IHC) will own approximately 42%, 29% and 8% of the combined entity respectively. The proposed merger will create an AI-powered space technology champion in the MENA region with an implied market capitalization of over AED 15 billion (over USD 4 billion), based on both entities’ closing share prices as at December 18, 2023, the last day of trading prior to announcement of the merger. The combined entity will be vertically integrated and optimally positioned to capture regional and international opportunities in geospatial and mobility solutions, satellite communications and business intelligence.
The merger is subject to a number of conditions, including regulatory approvals from governmental authorities including the Securities and Commodities Authority and the ADGM Registration Authority and the approval of shareholders representing 75% of the voting rights present and voting at a quorate general assembly meeting of each of Bayanat and Yahsat. The respective Boards of Directors have unanimously voted to recommend to shareholders to approve a merger. Bayanat and Yahsat will continue to operate independently until the merger is effective, which is expected to take place in the second half of 2024. As on April 25, 2024, Bayanat AI and Al Yah Satellite Communications announced that their shareholders have approved the proposed merger of the two Abu Dhabi-headquartered entities. The merger will create SPACE42, a global AI-powered space technology champion based in the Middle East North Africa (MENA) region with global reach. The merger was initially proposed by the respective Boards of Directors on December 18, 2023, and is expected to become effective by mid-2024. The merger is subject to further regulatory approvals in the UAE and internationally. Both companies will continue to operate independently until the merger is effective. As of August 17, 2024, Bayanat and Yahsat will continue to operate independently until regulatory approvals are received and the merger is effective, which is expected to take place in H2 2024. On September 23, 2024 In a disclosure to the Abu Dhabi Securities Exchange (ADX) today, Bayanat stated that effective after the close of trading on 30th September 2024, Yahsat shares will be de-listed from ADX. all Yahsat assets and obligations will be transferred to Bayanat in exchange for newly issued Bayanat shares, which will be allocated to Yahsat shareholders as part of this merger. On 1st October, Bayanat will change its trading symbol to 'SPACE42'. From 1st October onwards, the company will continue trading on ADX under this new trading symbol. The merger will create SPACE42, a global AI-powered space technology champion based in the Middle East North Africa (MENA) region with global reach. The new entity will consolidate Bayanat’s advanced Geospatial Artificial Intelligence (AI) capabilities with Yahsat’s advanced Satellite communications capabilities to create new space-based services that will have a significant positive impact on societies and economies. Al Yah Satellite Communications Company PJSC (Yahsat) and Bayanat AI PLC (Bayanat), announced on that the merger between the two companies is scheduled to be completed on October 1, 2024. On October 1, 2024, Bayanat will change its trading symbol to 'SPACE42'. From October 1 onwards, the company will continue trading on ADX under this new trading symbol.
Houlihan Lokey is acting exclusively as an independent financial advisor to the Board of Directors of Bayanat in connection with the delivery of a written opinion as to the fairness, from a financial point of view, of the exchange ratio to Bayanat and for no one else in connection with the merger. FTI Capital Advisors (DIFC) Limited (“FTI Capital Advisors”) is acting exclusively as an independent expert to the Board of Directors of Yahsat for the provision of an opinion in relation to the fairness, from a financial point of view, of the exchange ratio to the Yahsat Shareholders. PricewaterhouseCoopers Limited Partnership – Abu Dhabi is accredited by the SCA and was jointly appointed by Bayanat and Yahsat to provide an independent valuation and fairness opinion of each of Bayanat and Yahsat. Morgan, Lewis & Bockius LLP, Allen & Overy LLP acted as legal advisors to Bayanat AI PLC (ADX:BAYANAT) and Al Yah Satellite Communication Company PJSC (ADX:YAHSAT), Ernst and Young Middle East Dubai Branch acted as due diligence provider to Al Yah Satellite and Bayanat AI. PricewaterhouseCoopers Limited Partnership – Abu Dhabi received a fee of AED 1.7 million.
Bayanat AI PLC (ADX:BAYANAT) completed the acquisition of Al Yah Satellite Communication Company PJSC (ADX:YAHSAT) from Mamoura Diversified Global Holding PJSC and others on October 1, 2024.
