Clifford Chance has advised Sorouh Real Estate PJSC on its successful merger with Aldar Properties PJSC, terms of which were agreed by their respective boards in January 2013 and approved by their respective shareholders in March 2013. The merger was recently approved by the Abu Dhabi Executive Council and was declared effective by the Ministry of Economy upon close of trading on 27 June 2013.
The merger has created the largest listed real estate developer in Abu Dhabi and the second largest real estate developer in the UAE, with combined total assets of approximately AED46 billion.
It is anticipated that the merger will create a stronger company, with a more diversified and balanced asset portfolio, and that the Government of Abu Dhabi will be a key customer as it continues to deliver strategic assets and various projects for the Government as part of the Abu Dhabi Vision 2030 programme.
Clifford Chance’s lead partner on the transaction, Mohammed Al-Shukairy commented: “This is an important transaction for the two companies and the Abu Dhabi real estate market generally. We have been advising Sorouh from the very beginning, leveraging Clifford Chance’s global and regional public M&A expertise to assist Sorouh achieve its objectives.”
“From a technical perspective, the statutory all-share merger is ground-breaking in the UAE. This transaction paves the way for a more effective (and now a tried and tested) method of merging UAE-listed companies. The statutory merger structure mitigates against, and in some cases eliminates, execution risks in a number of important areas that were associated with previously used structures. Furthermore, it potentially delivers a better platform for integration following the merger. This is particularly interesting given the need for consolidation in a number of sectors in the UAE” stated Al-Shukairy.
The Clifford Chance team was led by M&A partner Mohammed Al-Shukairy, with assistance from M&A associate Sian Rowlands and real estate counsel Steven Henderson.
The team also included partners Guy Norman, Robin Abraham and Sandy Hall and associates Graham Watt, Roxana Ghiassee, Maria Sauliak, Abeer Jarrar, Tariq Imam, Adrian King, Neveen Ayad, Habeeb Rahman, Inder Choitram and Tori Single.
