United Printing & Publishing Sole Proprietorship LLC entered into an agreement to acquire ADC Acquisition Corporation P.J.S.C. (ADX:ADC) for AED 620 million in a reverse merger transaction on September 19, 2023. As consideration for the contribution of UPP to ADC, ADQ will be issued 62.3 million new Class A shares in ADC for an issue price of AED 10.00 per share, implying an equity value of AED 623 million for UPP. Post merger, ADQ will remain the single largest shareholder in the combined company. Simultaneous in a related transaction ADC intends to pursue a PIPE (Private Investment in Public Equity) fundraising of up to AED 734 million to pursue organic and inorganic growth avenues for UPP. ADC will issue up to 73.4 million new Class A shares at a price of AED 10.00 per share in respect of the PIPE fundraising. Following the business combination, UPP will become a publicly listed company on the Abu Dhabi Securities Exchange (ADX), a significant milestone which will mark the region?s first successful SPAC merger process.

The transaction is subject to shareholder approval of ADC which is expected to take place on October 12, 2023. As of October 12, 2023, shareholders of ADC have approved the transaction at its General Assembly. Upon completion of this transaction, through the AED 1.1 billion of proceeds from the SPAC and the PIPE fundraising, UPP will have sufficient capital to pursue organic and inorganic growth opportunities. These will help accelerate UPP?s growth trajectory in its business segments and can capture market share by leveraging its brand, customer base, and the strength of its ecosystem.

United Printing & Publishing Sole Proprietorship LLC completed the acquisition of ADC Acquisition Corporation P.J.S.C. (ADX:ADC) in a reverse merger transaction on November 7, 2023. The transaction has received all requisite regulatory approvals.