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Sunday, 17 November 2019

FRA is now studying Adeptio’s MTO offer to acquire Americana Egypt

M&A WATCH- FRA begins review of Adeptio MTO for Americana acquisition: The Financial Regulatory Authority (FRA) is reviewing the mandatory tender offer (MTO) Adeptio has submitted to buy out minority shareholders in the Egyptian International Tourism Projects Company (Americana), according to an FRA statement (pdf). The MTO covers the 9.563% of Americana that would give Adeptio 100% ownership of the company, with Adeptio offering EGP 3.9 per share. This price is much lower than the EGP 24 per share range that the minority shareholders have asked for, prompting the FRA to issue a separate statement (pdf) noting that it is looking into the fair value report with Adeptio’s financial advisor.

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 an 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. A 15-day grace period was set for Adeptio to submit the MTO after Adeptio had requested a 30-day extension on the initial deadline that expired on 21 October on the grounds that it has yet to complete its fair share evaluation on Americana, which the FRA approved.

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