Abu Dhabi Financial Group (ADFG) signed implementation agreement to acquire SHUAA Capital PSC (DFM:SHUAA) in a reverse merger transaction on June 25, 2019. Under the terms of the transaction, SHUAA will issue 1.47 billion new SHUAA shares to ADFG’s parent company Abu Dhabi Capital Management (the Strategic Investor) in return for the entire issued share capital of ADFG. This implies the Strategic Investor will own 58% of the enlarged entity and 42% for SHUAA’s existing shareholders. The new SHUAA shares will be subject to a 12-month lock-up from the date of admission. Following the admission of the new SHUAA shares, the issued share capital of SHUAA will increase from 1.1 billion SHUAA shares to 2.5 billion SHUAA shares. The combined entity will remain listed on Dubai Financial Market and is expected to be rebranded as “ADFG”. The management team leading the combined entity has been agreed as part of the ongoing integration planning, headed by Jassim Alseddiqi as the Chief Executive Officer. The consolidated combined entity will be managed by Mustafa Kheriba as Deputy Chief Executive Officer, Head of assets and wealth management, Bechara Raad as Chief Operating Officer, Joachim Mueller as Chief Financial Officer, Fawad Tariq-Khan as Head of Investment banking, Bachir Nawar as Chief Legal Officer, Ajit Joshi as Head of Private market, public markets and debt and Natasha Hannoun as Head of Wealth management. The transaction is subject to Securities and Commodities Authority, SHUAA shareholder approval (minimum 75% of attendees’ votes), the approval of the SCA and the DFM for the listing and admission to trading of the new SHUAA shares on the DFM, issuance by the SCA of a certificate confirming the amendment to the article, satisfaction of certain regulatory conditions relating to change in control in SHUAA and ADFG, completion of the carve out, termination of the shareholder’s agreement between ADFG and SHUAA, the issuance of duly notarized power of attorney from the DFG shareholders to representative of strategic investor in relation to the transfer of shares of ADFG, transfer of consultancy agreement to ADFG group, termination of management agreement relating to carve out, customary regulatory approvals and satisfaction of conditions precedent. The transaction has been approved by SHUAA’s Board of Directors. The general assembly meeting of SHUAA is scheduled to be held on July 11, 2019 to approve the deal. As on July 11, 2019, the deal has approved by the shareholders of SHUAA Capital PSC. The transaction is expected to be completed by October 21, 2019. UBS AG, London Branch acted as financial advisor for SHUAA. Scott Campbell and Nick Edwards of Linklaters LLP acted as legal advisors to SHUAA. J.P. Morgan Securities Plc acted as financial advisor for ADFG. Haitham Hawashin of Herbert Smith Freehills LLP, Dubai Branch acted as legal advisor for ADFG and Strategic Investor. PwC Middle East acted as Financial due diligence advisor for ADFG. Deloitte Corporate Finance Limited acted as Financial due diligence advisor for SHUAA. KPMG is acting as independent valuer for ADFG and SHUAA.