A. SREENIVASA REDDY (ABU DHABI)
Abu Dhabi Developmental Holding Company (ADQ), a wholly owned subsidiary of L’IMAD Holding, has initiated compulsory acquisition (squeeze-out) process for all remaining shares in AD Ports Group that it does not already own.
In a stock market disclosure, ADQ said its ownership in AD Ports had reached 98.93% of the company’s issued share capital, exceeding the 90% plus one share threshold required to initiate the compulsory acquisition process.
The move follows ADQ’s voluntary tender offer, which closed on September 15. Under the squeeze-out, the remaining shareholders will receive Dh6.25 per share, the same price offered under the voluntary tender offer.
ADQ said all remaining AD Ports shares covered by the notice, including those sold or transferred after the date of the notice, will remain subject to the compulsory acquisition and will be re-registered in the name of ADQ after the required 60-day period, subject to the conditions set out in the notice.
The compulsory acquisition can only be completed after the 60-day period expires, with settlement expected on December 22, 2026.
Completion is conditional on an amendment to AD Ports’ Articles of Association through a special resolution to incorporate provisions governing the squeeze-out. A general assembly will be convened within 45 days of the notice for this purpose.
The squeeze-out applies even to shares that are pledged, encumbered or sold or transferred to a third party during the 60-day period. The notice said shareholders would be responsible for coordinating with any third parties involved in such shares.
Shareholders may apply to the competent court within 60 days of receiving the notice to seek suspension of the process. However, the acquisition will not be suspended unless ordered by a court.
ADQ launched its voluntary cash offer on August 18 for about 1.251 billion AD Ports shares, representing 24.58% of the company’s issued capital, at a time when it already owned 75.42%. Shareholders representing more than 23.08% of AD Ports’ issued share capital accepted the offer before it closed on September 15. Following settlement of the offer, ADQ’s stake reached 98.93%.
L’IMAD explained the rationale for taking the company private when it first announced the process, saying AD Ports Group played a “strategic and critical role” in supporting Abu Dhabi’s economy. It said the company’s growth was expected to be “complex, capital intensive and long-term in nature”, potentially requiring it to raise equity or increase leverage on its balance sheet.
L’IMAD said full ownership would provide greater flexibility for capital investment programmes, strategic acquisitions and operational transformation.