Uber Technologies, Inc. (NYSE:UBER) agreed to acquire Careem Networks FZ LLC from Al Tayyar Travel Group Holding Company (SASE:1810), Kingdom Holding Company (SASE:4280) and others for $3.1 billion on March 25, 2019. The consideration consists of $1.7 billion in convertible notes and $1.4 billion in cash. Al Tayyar Travel will receive AED 1.74 billion ($473.73 million). Uber will acquire all of Careem's mobility, delivery, and payments businesses across the greater Middle East region, ranging from Morocco to Pakistan, with major markets including Egypt, Jordan, Pakistan, Saudi Arabia, and the United Arab Emirates. The transaction will be financed through the pricing of $1.2 billion principal amount of 7.500% Senior Notes due 2027. The net proceeds from offering were approximately $1.2 billion, after deducting the Initial Purchasers discounts and commissions and the estimated offering expenses payable by the Company. The Company expects to use the net proceeds from this offering primarily to pay a portion of the purchase price in connection with the closing of the Company's pending acquisition of Careem Inc. Upon closing, Careem Networks FZ LLC will become a wholly-owned subsidiary of Uber, preserving its brand. Careem and Uber will operate their respective regional services and independent brands. Careem's co-founder and Chief Executive Officer Mudassir Sheikha will lead the Careem business, which will report to its own board made up of three representatives from Uber and two representatives from Careem.

The acquisition of Careem is subject to applicable regulatory approvals and antitrust approvals. As of June 10, 2019, Minister of Economy of the United Arab of Emirates unconditionally approved the transaction. Additionally, the competition authority in the United Arab Emirates (“UAE”) approved the proposed acquisition in the UAE in June 2019 and the Jordanian competition authority cleared the proposed acquisition in October 2019, the Qatar competition authority issued a decision in August 2019 blocking the proposed acquisition in Qatar. The transaction is expected to close in first quarter of 2020. As of November 5, 2019, the transaction is expected to occur in January 2020. As of December 29, 2019, the Egyptian Competition Authority approved the transaction after setting price caps and other measures designed to keep the local market competitive. The agreement is automatically renewable for a period of five years or until an effective player enters the market, and the Egyptian Competition Authority will review the compliance of the parties with the obligations and controls every two years. Jefferies LLC acted as financial advisor for Careem. Mark Holloway, Katherine H. Ku, Megan Baier, Catherine Riley Tzipori, Alan Campbell, Katie Dahlinghaus, Sean Semmler, Jake Gatof, James Clessuras, Scott McKinney, Sriram Krishnamurthy, Matthew Norgard, Eileen Marshall, Derek Wallace, Scott Sher, Stuart Baimel, Brendan Coffman, Lindsey Edwards, Matt Staples and Daniel Chen of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors for Careem. Eric McCrath and Lauren Bellerjeau of Morrison & Foerster acted as legal advisors to Uber. Katie Gill of Hogan Lovells US LLP acted as legal advisor to Kingdom Holding Company. Haitham Hawashin, André Pretorius, Kyriakos Fountoukakos, Jean Meijer and Peter Rowland of Herbert Smith Freehills LLP acted as legal advisors to Uber Technologies, Inc.

Uber Technologies, Inc. (NYSE:UBER) completed the acquisition of Careem Networks FZ LLC from Al Tayyar Travel Group Holding Company (SASE:1810), Kingdom Holding Company (SASE:4280) and others on January 2, 2020. With the closing of the deal, Uber has acquired Careem's mobility, delivery, and payments businesses across the greater Middle East region, with major markets including Egypt, Jordan, Saudi Arabia, and the United Arab Emirates. The regulatory approval process in Pakistan, Qatar and Morocco is ongoing and the transaction will not close in these territories until approvals from the legal authorities responsible are obtained.