B Investments has offered to acquire a minimum of 51% and up to 90% of Orascom Financial Holding (OFH). The acquisition is proposed through a mandatory tender offer (MTO) via a share swap.
B Investments’ board approved authorizing its chairman or managing director to submit relevant documents for the offer to regulatory bodies.
The board also approved signing an agreement with OFH’s main shareholder “outlining the general framework for executing the acquisition, and under this agreement, the main shareholder will be required to accept the offer from the potential purchaser.”
The main shareholder in OFH (51.6%) is OTMT Acquisition company, which was established in Luxembourg by the Sawiris family. The largest shareholders in B Investments are UAE’s RIMCO Investments (10.6%), Samih Onsi Sawiris (9.2 percent), European Investment Bank (6.5 percent) and Saudi Rolaco EGB Investment (5.2%).
The Board approved to authorize the chairman or managing director to appoint an independent financial advisor registered with the Financial Regulatory Authority) to determine the fair value of B Investments’ and Orascom Financial Holding’s share price.
It also called (after releasing the disclosure report according to article number 48 of listing regulations) for an Extraordinary General Assembly to approve the capital increase via issuing new shares at fair market value to the shareholders of Orascom Financial Holding who wish to swap their shares and to authorize the Board to amend Articles 6 and 7 in light of such transaction.
