Emaar Properties and Emaar Malls announce intention to merge

Dubai, United Arab Emirates: Emaar Properties PJSC ("Emaar Properties", DFM: EMAAR) and Emaar Malls PJSC ("Emaar Malls", DFM: EMAARMALLS) jointly announce today that each of their boards of directors have voted to recommend an all share merger to their respective shareholders. The proposed merger has the unanimous support and recommendation of the board of directors of Emaar Properties and Emaar Malls (acting through its independent directors) and will reinforce Emaar Properties’ position as MENA’s largest integrated and diversified real estate company, ensuring both Emaar Properties and Emaar Malls are strategically positioned to capture opportunities in the marketplace and drive shareholder value.

As part of the transaction, the existing business of Emaar Malls will be reconstituted in a wholly owned subsidiary of Emaar Properties and will continue to develop and hold a portfolio of premium shopping malls and retail assets, and Emaar Properties will continue to be listed on the Dubai Financial Market.

The combination offers a compelling value proposition for both Emaar Properties and Emaar Malls’ shareholders and is expected to create the following benefits:

• Solidify Emaar Properties’ position as MENA’s largest integrated and diversified real estate company
• Boost Emaar Properties’ financial and operational performance through full (100%) consolidation of Emaar Malls’ earnings and cash flow generation, and further reduce volatility through an increase in the proportion of earnings from recurring businesses
• Fully incorporate Emaar Malls into Emaar Properties, a significantly larger and more diversified group, while reconstituting Emaar Malls as a wholly owned subsidiary that will continue to develop and hold a portfolio of premium shopping malls and retail assets, with the majority of its EBITDA being generated within the Emirate of Dubai
• Significantly improve Emaar Malls shareholders’ earnings profile via a substantial uplift in earnings per share immediately post transaction and access to Emaar Properties’ embedded long term growth potential
• Reinforce Emaar Properties’ robust balance sheet with its conservative loan to value ratio, while increasing the combined group’s financial flexibility and strengthening Emaar Properties’ credit profile
• Safeguard Emaar Malls’ credit strength with a neutral impact expected to its existing credit ratings by virtue of the transaction
• Streamline Emaar Properties’ organisational structure and increase the combined group’s overall resiliency and strategic alignment across its key entities
• Enhance Emaar Properties’ standing in regional capital markets and increase its stock liquidity on the Dubai Financial Market, while maintaining inclusion in international equity indices

The combination of Emaar Properties and Emaar Malls is expected to enhance the combined group’s position as a national real estate champion and will continue to contribute to the ongoing development of Dubai, acting as a critical enabler of the economic vision of Dubai and the UAE. 

The proposed transaction would be effected as a statutory merger and by way of a share swap, with Emaar Malls shareholders (excluding Emaar Properties) receiving 0.51 Emaar Properties shares for every one Emaar Malls share. This represents a premium of 7.1% to the closing price of Emaar Malls on 1 March 2021, the last trading day prior to this announcement, and a premium of 11.2% to the market implied exchange ratio based on volume weighted average prices over the last one month to 1 March 2021. The merger is subject to a number of conditions, including the approval by the shareholders of Emaar Properties and Emaar Malls.

Visit www.emaar.com/en/investor-relations for more information. 

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About Emaar Properties: 

Emaar Properties PJSC, listed on the Dubai Financial Market, is a global property developer and provider of premium lifestyles, with a significant presence in the Middle East, North Africa and Asia. One of the world's largest real estate companies, Emaar Properties has a land bank of 1.7 billion sq. ft. in the UAE and key international markets.

With a proven track-record in delivery, Emaar Properties has delivered over 72,100 residential units in Dubai and other global markets since 2002. Emaar Properties has strong recurring revenue-generating assets with over 1,140,000 square metres of leasing revenue-generating assets and 27 hotels and resorts with 5,895 rooms (includes owned as well as managed hotels). Today, 50 per cent of the Emaar Properties’ revenue is from its shopping malls & retail, hospitality & leisure and international subsidiaries.

Burj Khalifa, a global icon, and The Dubai Mall, the world's most-visited retail and lifestyle destination, are among Emaar Properties’ trophy destinations.

Follow Emaar Properties on: Facebook: www.facebook.com/emaardubai. 

Twitter: www.twitter.com/emaardubai, lnstagram: www.instagram.com/emaardubai. 

About Emaar Malls: 

Emaar Malls’ properties include some of the most iconic malls, entertainment and community-integrated retail centres in the Middle East, including The Dubai Mall, its flagship asset, which has been the most visited shopping and entertainment mall worldwide for the last five years.

Emaar Malls also owns and manages Sauk Al Bahar, an Arabesque-style dining and entertainment development in Downtown Dubai; Dubai Marina Mall, a lifestyle shopping mall for residents and visitors of the Dubai Marina community; and Gold & Diamond Park, a shopping destination dedicated to gold and jewellery.

Emaar Malls’ properties are developed as an integral part of the master plan developments of its controlling shareholder, Emaar, and are strategically located in key areas of Dubai that benefit from favourable socio-economic demographics and increasing tourism.

Follow The Dubai Mall on: Facebook: www.facebook.com/thedubaimall. 

Twitter: www.twitter.com/thedubaimall, lnstagram: www.instagram.com/thedubaimall. 

For more information:
JES Media
Nikol.fomina@jesmedia.ae 

© Press Release 2021