** #1 EXCLUSIVE- Magued Sherif, Hazem Barakat on timeline, integration and appetite for further acquisitions amid their landmark tie-up: We caught up yesterday with our friends SODIC CEO Magued Sherif and Madinet Nasr Housing and Development (MNHD) Chairman Hazem Barakat, who gave us color and new insight on SODIC’s bid to acquire at least a 51% stake in MNHD through a share swap. Our conversation was their first joint interview since the transaction was first hinted at back in April.

Barakat and Sherif point to a historic transaction in terms of size, scope and type. The transaction will likely be the very first all-share M&A on the EGX, with regulations allowing the transaction still in the pipeline. The acquisition will rank as one of the largest in EGX history — we’re hard-pressed to think of one that was larger.

How big would the new entity be? Taking a sum of the parts approach, Sherif and Barakat estimate the market cap of the combined entity based on today’s market prices would be EGP 16 bn and create what should be the second-largest player in the domestic real estate industry. Based on 2017 figures, the company would have turned in a net profit of EGP 1.5 bn on revenues of EGP 4.7 bn and would have debt of about EGP 2 bn. It also has cash to work with, with cash and cash equivalents on the balance sheet of about EGP 4.2 bn as of 30 June 2018.

What’s the timeline for execution? The two say they expect the transaction to be completed at the end of the year, and both sides will hire an independent financial advisor to push things through.

Who’s advising: MNHD had tapped EFG Hermes to advise on the transaction, while Zaki Hashem & Partners are serving as legal counsel. SODIC had previously appointed CI Capital and White & Case as its advisers.

Excerpts from our conversation late yesterday:

Enterprise: In your words, what exactly is happening here?

Hazem Barakat (HB): Basically, we are combining SODIC and MNHD to create one of the largest players in the market. We believe that the real estate market is ripe for plenty of consolidation, and we feel that both companies are the perfect fit for each other.

Magued Sherif (MS): We are looking to create an entity that would be among the biggest players in the market. As far as I know the combined entity would be the second-biggest real estate company in Egypt. Shareholders, management and employees are very excited about creating additional value on both sides through the transaction.

Walk us through the transaction details and structure?

HB: This will be the very first all-share transaction that will take place on the EGX. Current regulations enforce a cash component for issuing a mandatory tender offer. Regulators are now working to amend that to allow for an all-share transaction. These regulations are expected to come out sometime soon. This was not on the table during our initial discussions earlier this year, but when this became a possibility, both parties decided that this was the best route to take. An all-share transaction preserves cash for the organization to grow.

MS: When looking to create this new entity, there were several alternatives we looked at, including a merger. This, however, would have taken a very long time to complete, which would not have been healthy for the transaction. We narrowed down the options to either a partial acquisition of shares from one side to the other or an all-share transaction. After several discussions we decided to go for the latter in order to not lose any financial muscle and to maximize the combined entity’s financial resources.

HB: I don’t have the exact figures with me right now, but I think this will be one of the largest acquisitions on the EGX to date.

MS: And the most liquid, which is very important as it is the healthier option for both companies.

What is the expected value of the transaction?

MS: The combined market cap for the companies prior to the transaction based on today’s market prices is EGP 16 bn.

Why combine the businesses in the first place and why now?

MS: We are operating in a fragmented and competitive environment, where consolidation is important to achieve greater synergies, especially as both companies have very strong land banks, brands, and experience. Why now? Now is the right time to do it where survival will be for the fittest, strongest and biggest.

Why is this good for your respective shareholders?

HB: I think if we look at the combined entity, we’re looking at a very sizeable and diversified land bank of over 15 mn sqm across East and West Cairo in addition to the North Coast. We’re also looking at an expanded client base. So we’re leveraging both brands and their strong equity in every segment with these consumers.

MS: I completely agree. The combined entity will tap into a wider market, be it geographically, demographically, or economically. And that’s where the value creation for both companies’ shareholders comes in.

How long you continue to have stand-alone brands, management structures and strategy?

HB: We have agreed to hire international consultants to advise on the best way to extract synergies between the companies so that the sum of the parts is greater than the whole. Regarding the two brands, I am not in a position to comment on that at this stage, because that would depend on the advice we’re going to get from the consultants on the best way of going forward. There’s detail, depth and study needed to decide on the best route to maximize value for shareholders. In the meantime we continue to build and strengthen the two brands to perform strongly in their respective markets.

MS: Absolutely. The only way we get the best out of the synergies between the two is to have someone independent look at the model. We are hiring the consultant jointly and whatever makes sense, we will adopt.

Can you give us an idea on the transaction timeline?

HB: We’re hoping to close on the transaction before year end. The difficult part is behind us and it is down to execution now. Both parties are excited and we want to close this as soon as possible.

What does your board structure look like post-transaction? Shareholder structure?

MS: The shareholder structure depends on the MTO and the uptake of the swap. The board structures will be decided based on where we land. But, generally speaking, board structures reflect shareholding while accounting for corporate governance best practice.

HB: I agree. It’s about who is going to swap and who isn’t. We won’t know until the execution and shareholders (at least the major ones) make their decision about staying in MNHD or swapping.

What regulatory approvals does this transaction require?

HB: The MTO will require the Financial Regulatory Authority’s approval.

What have we not asked about that you would have liked to have been asked about?

HB: What’s the next acquisition? We do have to make use of SODIC’s EGP 4 bn in cash equivalents. After all, SODIC is the acquiring vehicle. Seriously, though: There’s a lot we can do on the M&A front as a combined entity and there are a lot of different ideas for where we might go next. Whether they work or not has to be discussed.

MS: I’m very optimistic. Like you say, we have plenty of ideas and we want to see this happen.