Abu Dhabi-based National Marine Dredging Company (NMDC) approved the offer of the General Holding Corporation (Senaat) and other minority shareholders of National Petroleum Construction Company (NPCC) to merge the unit with NMDC.
Following the completion of the deal, Senaat, which is part of ADQ, and other minority shareholders of NPCC would transfer the entire issued share capital of NPCC to NMDC.
The proposed transaction would build a new integrated national and regional Engineering, Procurement, and Construction (EPC) champion with an existing footprint in MENA and South Asian markets. The merged firm will be one of the largest integrated oil & gas and marine services EPC players in the MENA region. The offer for the merger was made in August.
“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 engineering, procurement, and construction players in the region, and the complementary nature of the businesses provides a strong platform to capture growth opportunities.”
In consideration for the transfer of NPCC, NMDC would issue to Senaat and other minority shareholders of NPCC an exchangeable instrument, convertible into 575,000,000 ordinary shares in NMDC upon closing of the deal. The conversion price of the convertible instrument into NMDC shares is $1.20 (AED 4.40) per share.
The deal is subject to regulatory and other permissions, including the approval of the KSA General Authority for Competitions and the UAE Securities and Commodities Authority. It is estimated that the completion of the deal, the issuance of the convertible instrument, and the listing of the new NMDC shares will take place before the end of the first quarter of 2021, subject to the conditions of the transaction having been fulfilled.
The companies are complementary, and the deal will provide income diversification to the integrated group. By creating a single platform, the merged group is well suited to capture growth opportunities in the UAE and key regional markets, with strong capabilities across the value chain to support future expansion plans.
NMDC is a leading contractor in the field of dredging and marine civil construction in the Middle East spanning across important sectors including energy, environment, seaborne trade, and tourism. The group delivers a range of services including the construction of port infrastructure, land reclamation, coastal defense, and deepening and maintenance of waterways.