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Wednesday, 4 December 2019

Americana minority shareholders demand Adeptio revalue the company

M&A WATCH- Americana minority shareholders demand Adeptio revalue the company: Minority shareholders of the Egyptian International Tourism Projects Company (Americana Egypt) have filed a complaint with the Financial Regulation Authority demanding that Adeptio purchase shares based either on the company’s net asset value or its market price over the past three months, according to Al Mal. Americana’s shareholders and the FRA last month dismissed a mandatory tender offer submitted by the Gulf-based investment outfit to purchase shares at EGP 3.9 per share, with the regulator rejecting the methods and objectivity of the valuation. Adeptio responded by threatening legal action, insisting that the offer — which is far below the EGP 24 share price demanded by Americana shareholders — is fair, and that the valuation was conducted by a reputable financial consultant.

Shareholders have refused to study Adeptio’s valuation, claiming that it undervalued the company due to restructuring undertaken by Adeptio after its 2016 acquisition.

Background: Adeptio completed in 2016 the acquisition of a 67% stake in Americana Egypt’s parent company, Kuwait Food Company (Americana), handing them indirect ownership of more than 90% of the subsidiary’s shares. The FRA then ordered Adeptio to submit an MTO to buy the remaining 9.563% shares, which it contested in an economic court only to have the court reject 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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