Today's Edition
A. SREENIVASA REDDY (ABU DHABI)
TC MENA Holdings, an ADGM-based entity, has officially declared its intention to acquire 100% stake in Gulf Cement Company (GCC), a publicly listed entity on the Abu Dhabi Securities Exchange (ADX).
The announcement was made on Thursday in a stock market disclosure, prompting a suspension of trading in GCC shares.
Currently, TC MENA Holdings holds a 37.58% stake in GCC. In its bid for complete ownership, the company has extended a mandatory cash offer to purchase all remaining shares at Dh0.56 per share. This offer price represents a premium over the recent market valuation and has been set in accordance with Article 6 of the UAE Securities and Commodities Authority (SCA) Chairman Resolution No. (18/RM) of 2017, which governs mergers and acquisitions of public joint stock companies, the stock market statement said.
The success of the acquisition hinges on TC MENA securing a minimum ownership of 50% plus one share, when combined with its existing shareholding, through voluntary acceptance. The offer period is scheduled to commence on March 14, 2025, and will remain open until April 10, 2025.
Gulf Cement Company, established on May 31, 1977, is a major cement manufacturer in the region. It was founded through a decree issued by the Ruler of Ras Al Khaimah. The company operates from its strategically located production facility near Saqr Port in RAK, enabling efficient distribution to markets across the Middle East, Asia, and Africa. Gulf Cement’s product line includes essential construction materials such as sulphate-resistant cement and ordinary Portland cement.
Gulf Cement Company became publicly listed on the ADX on February 26, 2002. It currently has an issued and paid-up share capital of Dh410,548,410, divided into 410,548,410 ordinary shares, each with a nominal value of Dh1.00.
The total value of the acquisition offer is estimated at Dh143,546,359.04. The transaction will be fully financed through TC MENA Holdings’ available financial resources, the documents submitted to the ADX said.
TC MENA Holdings is a private company incorporated in the ADGM. Its ownership structure consists of a 90% stake held by Buzzi S.p.A, a publicly listed Italian company, and a 10% stake held by Diarkis Holdings Ltd, which is fully owned by Jose Bernardo Sena Peralta.
Upon successful completion of the transaction, TC MENA Holdings has stated that it intends to maintain Gulf Cement Company’s commercial registration and trade name.
Shareholders who wish to participate must submit completed acceptance and transfer forms by the deadline. Emirates NBD Bank PJSC has been appointed as the receiving agent, and Emirates NBD Capital PSC is serving as the financial advisor and lead manager for the transaction.
Following the close of the offer, results regarding acceptance levels will be announced on April 11, 2025. If the necessary conditions are met, the transaction is expected to be finalised and declared unconditional by April 21, 2025, with payments to accepting shareholders being settled around April 24, 2025.
