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Thursday, 1 August 2019

Americana Egypt’s minority shareholders reject Adeptio AD’s buyout offer

DISPUTE WATCH- Americana Egypt’s minority shareholders say nay to Adeptio AD’s buyout offer: Minority shareholders in the Egyptian International Tourism Projects Company (Americana Egypt) are skeptical of a planned buyout offer from main shareholder Adeptio AD Investments and will continue their fight with the company if it fails to submit a “suitable offer,” minority shareholder Hatem Sultan told the local press. Sultan said that after Adeptio’s acquisition of Americana Egypt’s mother company in 2016, Adeptio made internal and structural decisions that were not revealed to the EGX and that may have impacted the company’s value. Adeptio has submitted a request to the Financial Regulatory Authority (FRA) to approve the buyout through one of its subsidiaries. The company said it will “comply with all capital market regulations in Egypt including a tender offer for [Americana Egypt’s] listed shares as applicable.” Adeptio, which is led by Emirati businessman Mohamed Alabbar, is already the main shareholder in Americana Egypt.

Background: Adeptio acquired 67% in Kuwait Food Company (Americana) in June 2016 following a two-year process, giving it indirect ownership of the majority of Americana Egypt. The FRA then ordered Adeptio to submit a mandatory tender offer (MTO) to buy the remaining shares in Americana Egypt earlier this year, but Adeptio had argued that its indirect ownership in the company is less than 90% of its total capital and therefore does not require an MTO submission. Adeptio submitted an appeal against the order, which the FRA promptly rejected. The company then filed a suit with an economic court challenging the FRA’s rejection, but the court also dismissed the appeal.

Clarified on 6 August 2019

Adeptio is yet to submit the MTO for the remaining shares of Americana Egypt. A previous version of the story had suggested that the offer was submitted by the former, and that the minority shareholders are fighting for a better offer.

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