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NMDC approve merger with NPCC

Dec 20, 2020
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Shareholders of Abu Dhabi’s National Marine Dredging Company (NMDC), have agreed to the merger with National Petroleum Construction Company (NPCC) that will create one of the leading integrated oil & gas and marine services EPC players in MENA region.

The businesses are complementary, and the transaction would provide significant revenue diversification for the Combined Group. By creating a single platform, NMDC said in a statement that the Combined Group was 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.

NMDC will remain listed on the Abu Dhabi Securities Exchange (ADX) following completion of the transaction which is expected by the end of Q1 2021. The Combined Group will be one of the largest companies on the ADX based on market capitalisation.

During NMDC’s General Assembly Meeting, shareholders who hold 88 percent of the shares represented at the meeting approved the NPCC Shareholders' offer, submitted on 15 August 2020. Under the terms of the agreement, the entire issued share capital of NPCC will transfer to NMDC in consideration for the issuance by NMDC to the NPCC shareholders of a convertible instrument.

The convertible instrument is convertible into 575,000,000 ordinary shares of par value AED 1 each in the capital of NMDC, representing 69.70% of the issued share capital of NMDC following conversion. The convertible instrument will be converted into NMDC shares immediately following completion. 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.