The general assembly of Emaar Properties approved the decision to merge with Emaar Malls, by issuing and allocating 0.51 new shares in the company, for every one Emaar Malls share. (Except for the shares registered in the name of Emaar Properties).
The company said in a statement to the Dubai Financial Market, today, Monday, that the general assembly also agreed to increase the company's capital to the amount of 8.179 billion dirhams, and to amend Article 6 From the company's articles of association to reflect the company's capital after the increase.
The internal restructuring of the assets, rights, obligations and businesses of Emaar Malls after the completion of the merger process was approved, and transferred to Emaar Malls Management wholly owned by the company.
The general assembly also approved the terms of the merger agreement (as amended), with EY Consulting appointed as the independent evaluator of the transaction, stating that Emaar Properties and Emaar Malls would be evaluated.
The company stated that the board of directors or any person authorized by it will be authorized to take any action that may be necessary to implement the merger and restructuring.
In a related context, the general assembly of Emaar Malls approved the merger deal to be completed with Emaar Properties.
Emaar Malls clarified in a separate statement that the general assembly agreed to the terms of the merger agreement, with the company dissolved and Emaar Properties becoming the legal successor in all of its rights and obligations.
Last March, Emaar Properties and Emaar Malls, both listed on the Dubai Financial Market, announced that their respective boards had voted to recommend to the shareholders of each of them to merge all the shares of the two companies.
According to Emaar, the proposed merger was fully supported and recommended by the Board of Directors of both Emaar Properties and Emaar Malls (represented by its independent members).
Emaar Malls shareholders (excluding Emaar Properties) will receive 0.51 shares of Emaar Properties for each Emaar Malls share, (representing a premium of 7% to Emaar Malls closing price on March 1, 2021), which is the last trading day before this announcement, and an 11.2% premium over the market implied exchange rate based on volume-weighted average prices during the past month until March 1, 2021.
