- Under the agreement, Shuaa will issue 1.47 billion new shares to ADFG's parent company, Abu Dhabi Capital Management, in return for the entire issued share of ADFG, Shuaa said in a statement on Wednesday.
- ADFG's shareholders will own 58% of the enlarged entity while Shuaa's existing shareholder will own 42%.
Abu Dhabi Financial Group (ADFG) and Shuaa Capital have agreed on the terms of their merger, which will create an entity with $12.8 billion in assets under management.
Under the agreement, Shuaa will issue 1.47 billion new shares to ADFG's parent company, Abu Dhabi Capital Management, in return for the entire issued shares of ADFG, the companies said in a joint statement on Wednesday.
ADFG's shareholders will own 58% of the enlarged entity while Shuaa's existing shareholders will own 42%.
ADFG already owned 48.36% of Dubai-listed Shuaa, according to Refinitiv data.
Shares in Shuaa jumped 5% to 0.095 dirham 0740 GMT, becoming the top gainer on Dubai's index.
The valuation implies a 60% premium to Shuaa's share price.
The combined entity will remain listed on the Dubai stock exchange and will be rebranded as "ADFG."
The deal is expected to be completed in the third quarter of this year.
Jassim Al Saddiqi, CEO of ADFG, told CNBC's Dan Murphy Wednesday that the merger was a "win-win" transaction and would create a financial services "powerhouse" for the region.
"We expect the revenue synergies to eclipse the cost synergies in this transaction," he said, adding that he was confident that shareholders will approve the deal.
Total assets of the merged entity were 4.5 billion dirhams ($1.23 billion), with revenues totaling 568 million dirhams and net income of 135 million dirhams ending December 2018, the companies said in a presentation.
The new entity will consider acquisitions in the region to achieve its goal to be a regional leader in asset management and investment banking, Al Saddiqi said.
ADFG has interests in real estate, financial services insurance and public markets.
"The merger will infuse some fresh air into the industry and will be a good addition to the market in financial services," said Mohamed Ali Yasin, chief strategy officer, Al Dhabi Capital Ltd, adding it creates a new investment company champion in the region.
J.P. Morgan acted as financial advisor and PwC acted as financial due diligence advisor to ADFG. UBS Investment Bank and Deloitte acted as financial advisor and financial due diligence advisor to Shuaa.
KPMG acted as independent valuer for ADFG and Shuaa.