DIFC Companies Law used for precedent-setting merger

United Arab Chemical Carriers and United Overseas Group have completed their precedent-setting merger

DIFC Companies Law used for precedent-setting merger
  • Deal is first cross-border merger using DIFC’s Companies Law

Dubai, UAE: Dubai International Financial Centre (DIFC), the leading global financial centre and the top innovation hub in the Middle East, Africa and South Asia (MEASA) region, welcomes the completion of the first cross-border merger using DIFC’s Companies Law.

The transaction uses a highly complex ‘reverse triangular merger’ structure, seeing United Arab Chemical Carriers Limited (UACC) join forces with United Overseas Group Limited (UOG) with the backing of a newly formed investor consortium. The enlarged group will continue to be known as United Arab Chemical Carriers Limited.

It is the first time the merger provisions under the DIFC Companies Law have been used for a merger of this nature and paves the way for its increased use. The DIFC Companies Law was updated in 2018 and included a rewrite of the merger requirements in the Centre. DIFC’s merger provisions are less detailed and more user-friendly than those under the UK regime. Most importantly, they enable both public and private companies established in DIFC to merge with other companies, including those established in jurisdictions outside the Centre.

Salmaan Jaffery, Chief Business Development Officer at DIFC Authority,said: “DIFC continues to build on its reputation as a global financial centre thanks to our world class user-friendly legal and regulatory framework. This is the first cross-border merger using DIFC’s Companies Law and we expect to see more in the future. We remain focused on delivering best-in-class support for businesses to ensure they have the opportunities to grow and scale within our community and across the region.”

Jacques Visser, Chief Legal Officer at DIFC Authority, commented: “We are pleased to see DIFC’s Companies Law being used in this novel manner to facilitate a complex cross-border merger. We would like to thank the newly formed United Arab Chemical Carriers Limited (UACC) for using DIFC for this transaction.

“DIFC prides itself on delivering best-in-class legal and regulatory structures, tailored for our region and that’s why we introduced the updated Companies Law. This merger sets a strong precedent for successful M&A in DIFC and demonstrates the benefits of the unique legal framework which DIFC offers.”

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