Project FinanceData
ADQ clears conditions to acquire 98.93 percent of AD Ports Group
Settlement scheduled for September 25, 2026, following satisfaction of all offer conditions set out in August 18 document.
ADQ confirmed on September 22, 2026, that all conditions of its voluntary conditional cash offer to acquire up to 100 percent of AD Ports Group's issued and paid-up share capital have been satisfied. AD Ports Group disclosed in a filing to the Abu Dhabi Securities Exchange that it received a letter from ADQ confirming completion of all conditions set out in the offer document dated August 18, 2026. Settlement of the offer, including payment and transfer of the acquired shares, is scheduled for September 25, 2026.
Ownership structure following settlement#
Upon completion of settlement, ADQ's ownership in AD Ports Group will reach 98.93 percent of the company's share capital, up from 75.42 percent before the offer. The offer sought to acquire up to 24.58 percent of AD Ports Group's issued share capital that ADQ did not already own. ADQ received acceptances covering 23.08 percent of the company's shares as of September 15, 2026, according to an ADX disclosure. The statutory offer period opened on August 18 and closed on September 15, 2026.
Offer terms and pricing#
Shareholders were offered AED 6.25 in cash for each share tendered. The offer price represented a 23 percent premium to AD Ports Group's closing price of AED 5.10 on the day before the announcement, a 25 percent premium to the one-month volume-weighted average price of AED 5.02, and a 31 percent premium to the three-month VWAP of AED 4.76. At the offer price, acquiring the entire remaining stake would require maximum cash consideration of approximately AED 7.82 billion. Payment to shareholders and registration of the acquired shares in ADQ's name are due to take place no later than October 9, 2026.
Mandatory acquisition threshold and next steps#
ADQ's 98.93 percent ownership exceeds the 90 percent threshold that permits a bidder to apply to the Securities and Commodities Authority for a mandatory acquisition of remaining shares. ADQ can apply for mandatory acquisition of the remaining 1.07 percent within 60 days of settlement. Rothschild & Co Middle East served as financial adviser to ADQ, with Allen Overy Shearman Sterling providing counsel. Emirates NBD Capital and First Abu Dhabi Bank acted as joint lead managers, EFG Hermes UAE as co-lead manager, and Emirates NBD Bank and First Abu Dhabi Bank as joint lead receiving banks.
Sources3 sources across 3 domains
- enterpriseam.comenterpriseam.comADQ received acceptances covering 23.08 percent of AD Ports Group shares as of September 15, 2026, raising total ownership to 98.50 percent; settlement due no later than October 9, 2026; advisers named
- khaleejtimes.comkhaleejtimes.comAll conditions satisfied as of September 22, 2026; ADQ ownership to reach 98.93 percent following settlement; offer price of AED 6.25 per share with premium calculations; statutory offer period dates
- economymiddleeast.comeconomymiddleeast.comSettlement scheduled for September 25, 2026; ADQ ownership expected to reach 98.93 percent; offer document dated August 18, 2026; maximum cash consideration of approximately AED 7.82 billion
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