Bayanat AI PLC agreed to acquire Al Yah Satellite Communication Company PJSC from Mamoura Diversified Global Holding PJSC and others for AED 7.6 billion.
The merger is subject to a number of conditions, including regulatory approvals from governmental authorities including the Securities and Commodities Authority and the ADGM Registration Authority and the approval of shareholders representing 75% of the voting rights present and voting at a quorate general assembly meeting of each of Bayanat and Yahsat. The respective Boards of Directors have unanimously voted to recommend to shareholders to approve a merger. Bayanat and Yahsat will continue to operate independently until the merger is effective, which is expected to take place in the second half of 2024. As on April 25, 2024, Bayanat AI and Al Yah Satellite Communications announced that their shareholders have approved the proposed merger of the two Abu Dhabi-headquartered entities. The merger will create SPACE42, a global AI-powered space technology champion based in the Middle East North Africa (MENA) region with global reach. The merger was initially proposed by the respective Boards of Directors on December 18, 2023, and is expected to become effective by mid-2024. The merger is subject to further regulatory approvals in the UAE and internationally. Both companies will continue to operate independently until the merger is effective.
Houlihan Lokey is acting exclusively as an independent financial advisor to the Board of Directors of Bayanat in connection with the delivery of a written opinion as to the fairness, from a financial point of view, of the exchange ratio to Bayanat and for no one else in connection with the merger. FTI Capital Advisors (DIFC) Limited (?FTI Capital Advisors?) is acting exclusively as an independent expert to the Board of Directors of Yahsat for the provision of an opinion in relation to the fairness, from a financial point of view, of the exchange ratio to the Yahsat Shareholders. PricewaterhouseCoopers Limited Partnership ? Abu Dhabi is accredited by the SCA and was jointly appointed by Bayanat and Yahsat to provide an independent valuation of each of Bayanat and Yahsat. Morgan, Lewis & Bockius LLP, Allen & Overy LLP acted as advisor to Bayanat AI PLC (ADX:BAYANAT) and Al Yah Satellite Communication Company PJSC (ADX:YAHSAT), Ernst and Young Middle East Dubai Branch acted as advisor to Al Yah Satellite and Bayanat AI. PricewaterhouseCoopers Limited Partnership ? Abu Dhabi received a fee of AED 1.7 million.