Barwa, Alaqaria complete merger terms

The Proposed Transaction will be effected through an offer (the "Offer") by Barwa to acquire the share capital of Alaqaria in exchange for shares in Barwa .

Full details of the terms and conditions of the Offer and the Proposed Transaction will be made available in a formal offer document (the "Offer Document") which will be distributed to shareholders.

Barwa is offering to acquire, subject to the terms and conditions to be set out in the Offer Document, each Alaqaria share in exchange for 1.100 shares in Barwa .

This exchange ratio values each Alaqaria share at QR36.30 based on the closing share prices of Barwa and Alaqaria on 7 January 2010, the trading day prior to the announcement of the initial terms of the Proposed Transaction, and represents a 30.6 percent premium over Alaqaria 's closing share price on 7 January 2010.

Qatari Diar Real Estate Investment Company (" Qatari Diar "), the largest shareholder in both Barwa and Alaqaria , has undertaken to support the Proposed Transaction. Furthermore, Qatari Diar has agreed to maintain a 45 percent equity shareholding in the enlarged Barwa group through a contribution of certain land in the Lusail area.

This land is to be known as the Education and Medical District. Further details of this transaction will be included in the Offer Document.

Barwa said yesterday that this contribution of additional land by Qatari Diar , which has been undertaken at the request of Barwa , will be beneficial to the enlarged Barwa group, allowing it to increase its land reserves providing significant scope for future development.

Commenting on the Proposed Transaction, Ghanim bin Saad Al Saad, Chairman and Managing Director of Barwa and CEO and Managing Director of Qatari Diar , said: "I am delighted that the terms of our transaction have now been agreed and approved by the boards of directors of both Barwa and Alaqaria and we are able to present this compelling transaction to our shareholders. The businesses of Barwa and Alaqaria are highly complementary, both geographically and operationally, and the transaction will create a company with significant scale and depth across all real estate segments. I strongly recommend that Barwa shareholders vote in favour of what would be a hugely beneficial development for Barwa "

Sheikh Khalid bin Khalifa bin Jassem Al Thani, Chairman and Managing Director of Alaqaria , said: "This combination of our two businesses represents a very exciting opportunity for Alaqaria and Barwa , and in particular for the shareholders of both companies. The Offer, which represents a 30.6 percent premium to the value of the shares on 7 January 2010, recognises the inherent current and future value of the company. I strongly recommend that Alaqaria shareholders vote in favour of this transaction"

Following completion of the Proposed Transaction, it is intended that a representative of Barwa will be appointed to the board of directors of Alaqaria . Alaqaria will continue to operate as a separate business unit of the enlarged Barwa group.

The composition and authority of Barwa 's board of directors will not change as a result of the Proposed Transaction.

No changes to the management of Barwa or Alaqaria are envisaged as part of the Proposed Transaction.

Shareholders of Alaqaria will be asked to accept the Offer by tendering their shares in accordance with the process which will be set out in the Offer Document when it is received; and attend the Alaqaria EGM and vote in favour of the resolutions to be proposed at the EGM

Shareholders of Barwa will be asked to attend the Barwa EGM and vote in favour of the resolutions to be proposed at the EGM

The Offer will open on or around the time of publication of the Offer Document and is expected to remain open until mid-April 2010. Shareholders of each company will be asked to approve resolutions relating to the Proposed Transaction at extraordinary general meetings of each company to be held on 30 March 2010.