ADQ’s Senaat and shareholders of NPCC offer to combine NPCC with NMDC
General Holding Corporation PJSC (“Senaat”) and other minority shareholders of National Petroleum Construction Company PJSC (“NPCC”), a world class Engineering, Procurement and Construction company that provides solutions to the Offshore and Onshore Oil & Gas sector, are pleased to confirm that Shareholders of National Marine Dredging Company PJSC (“NMDC”), a regional leader in dredging and marine construction, have today voted to approve their offer to combine NPCC with NMDC. Following completion of the transaction, Senaat, which is part of ADQ, and other minority shareholders of NPCC would transfer NPCC to NMDC.
Khalifa Sultan Al Suwaidi, Chief Investment Officer at ADQ and Chairman of Senaat, commented: “We are pleased to see that the shareholders of NMDC have approved our recommended offer to combine NPCC with NMDC. The transaction will create one of the largest and most diversified EPC players in the region, and the complementary nature of the businesses provides a strong platform to capture growth opportunities.”
Senaat and other minority shareholders of NPCC will transfer the entire issued share capital of NPCC to NMDC. In consideration for the transfer of NPCC, NMDC would issue to Senaat and other minority shareholders of NPCC a convertible instrument, convertible into 575,000,000 ordinary shares in NMDC upon closing of the transaction. The price at which the convertible instrument will convert into shares in NMDC is AED 4.40 per share. The transaction is subject to regulatory and other approvals including approval by the KSA General Authority for Competition and the UAE Securities and Commodities Authority. Subject to the remaining conditions of the transaction having been satisfied, it is expected that the completion of the transaction, the issuance of the convertible instrument and the listing of the new NMDC shares will occur before the end of Q1 2021.
The proposed transaction would create a new national and regional integrated EPC champion with an established footprint in key markets within MENA and South Asia. The combined group would be one of the largest integrated oil & gas and marine services EPC players in the MENA region with integrated 2019A revenue of AED 8.875 billion.
The businesses are complementary, and the transaction would provide significant revenue diversification for the combined group. Through an active diversified strategy across its product segment, client base and geography, the combined group will become increasingly resilient to market cycles. It is the intention to maintain NMDC’s existing listing, positioning the combined group as one of the largest companies on the Abu Dhabi Securities Exchange, which is expected to have a positive impact on overall demand and liquidity for the combined group’s shares.
By creating a single platform, the combined group is ideally positioned to capture growth opportunities in the UAE and in key regional markets, with strong capabilities across the value chain to support future expansion plans. The combined group will also unlock value to shareholders by creating a vehicle with accretive elements and significant dividend payment potential in the long term as a result of its diversification, economies of scale and synergies.
Moelis & Company is acting as financial advisor to ADQ, while Allen & Overy LLP are acting as its legal advisor.
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