emirates nbd offer for the shares of ebi and nbd announced
ebi and nbd egms announced
EBI and NBD Shareholders to Vote on Proposed Merger and be given Opportunity to Exchange their Shares for Shares in Emirates NBD
Dates for EGMs of EBI and NBD Announced
Offer Document Published
Boards of Directors of EBI and NBD Recommend the Offer to Shareholders
Emirates NBD PJSC (the “Company” or “Emirates NBD”), a new company which is offering to acquire the share capital of Emirates Bank International PJSC (“EBI”) and National Bank of Dubai PJSC (“NBD”) in exchange for shares in the Company (the “Offer”), has published an offer document (the “Offer Document”) and announced that the Offer opens for acceptance on Wednesday, 1 August 2007. The Offer Document, which is being distributed to shareholders of EBI and NBD from today, contains full details of the terms and conditions of the Offer and the proposed merger of EBI and NBD (the “Proposed Merger”), along with instructions for EBI and NBD shareholders wishing to accept the Offer. The Offer Document is also available on the merger web site, www.ebinbdmerger.com.
EBI and NBD today announced details of their Extraordinary General Meetings (“EGMs”) that will give shareholders of both banks the opportunity to vote on the Proposed Merger. The EBI and NBD EGMs will take place on Wednesday, 5 September 2007 and Thursday, 6 September 2007 respectively.
The Offer launches on Wednesday, 1 August 2007 and is expected to remain open until Monday, 17 September 2007. During this period, EBI and NBD shareholders can accept the Offer by completing the Form of Acceptance in accordance with the process set out in the Offer Document. The Offer is being made on the following basis:
Each EBI share will be exchanged for 1 share in Emirates NBD, valuing the EBI shares at AED 9.30 per share as of 1 July 2007
Each NBD share will be exchanged for 0.95 shares in Emirates NBD, valuing the NBD shares at AED 8.84 per share as of 1 July 20071. The exchange ratio of 0.95 equates to a 14% premium to NBD’s share price on 5 March 2007, the undisturbed share price prior to any announcement of the Proposed Merger
The Proposed Merger has the support and recommendation of the Boards of Directors of each of EBI and NBD. The Chairmen of EBI and NBD have received written confirmations from the Government of Dubai of its support for the Proposed Merger and in particular its intention to accept the Offer in respect of its holding of 76.62% and 14.25% of the existing issued share capital of EBI and NBD respectively.
The Legal and Company Secretarial Department at the EBI Head Office will manage acceptances of the Offer by EBI shareholders, and the Group Head of Board Secretariat at the NBD Head Office will manage acceptances of the Offer by NBD shareholders.
Comments
H.E. Ahmed Humaid Al Tayer, Chairman of EBI, said: “The Board of Directors of EBI recognises the importance of creating a UAE champion with the scale, financial strength and service quality standards to compete effectively in the increasingly dynamic and competitive UAE and GCC markets. It believes that the Proposed Merger represents an excellent strategic fit, bringing together the first and second largest banks in the Emirate of Dubai by assets.”
Mr. Abdullah Mohammed Saleh, Chairman of NBD, said: “The Board of Directors of NBD believes that Emirates NBD will be well-positioned to capture attractive domestic and regional opportunities and, with increased financial strength, economies of scale and financial flexibility, will grow and deliver value to its shareholders, customers, and employees.”
Shareholder Actions
Shareholders are recommended by the Board of Directors of each of EBI and NBD to accept the Offer and to attend the respective EGMs and to vote in favour of the resolutions to be proposed at those EGMs. Details of how to accept the Offer and to attend the respective EGMs and vote in favour of the resolutions to be proposed at those EGMs are contained in the Offer Document and are also available on the web site www.ebinbdmerger.com.
