• 1. A request should be sent to issuance@sca.ae to obtain the SCA’s initial approval.
• 2. The procedures for holding the company’s general meeting should be completed
• 3. a request submitted to issuance@sca.ae, seeking SCA’s approval to notify the creditors of the merger decision within ten days from the date of the general meeting’s approval of the merger.
• 4. Once the notification deadline passes, a request must be submitted to the SCA to increase the company’s capital
• Acquisition: 1. A request should be sent to issuance@sca.ae to obtain the SCA’s initial approval.
• 2. After obtaining the initial approval, the procedures for seeking SCA’s consent to the publication of the announcement of the acquisition intent must be completed.
• request submitted to issuance@sca.ae, seeking SCA’s approval to the acquisition offer within a period not exceeding 21 days from the date of handing the acquisition company the acquisition intent
• 4. The rest of the documents related to the approval of the offer should be provided in coordination with the target company.
• 5. The fees due must be paid.
• 6. Approval to the acquisition offer will be sent to the email address registered with the SCA.

TERMS AND CONDITIONS:

Merger:

1. The public joint-stock company should be a party to the merger, whether it is merging or being merged.

Acquisition:

1. The target entity should be a public joint-stock company incorporated in the UAE and had offered shares for public subscription, or a company listed on a UAE financial market.

REQUIRED DOCUMENTS:

Merger:

Submission of a merger application signed by the representatives of the companies pursuing the merger, along with the following documents:

1. A copy of the decisions of the boards of companies looking to merge.

2. A copy of the merger contract.

3. A copy of the financial statements for the two fiscal years preceding the merger date audited by external auditors. 

4. A copy of the competent authorities’ initial approval to the merger.

5. A copy of the agreements made with the competent advisory bodies participating in the merger. 6. A report on the action plan and method, the merger method, and the merger completion timeframe approved by merger consultants.

7. The audited financial statements of the companies pursuing the merger (within no later than three months from the submission of the merger application to the SCA).

8. An initial assessment by the companies pursuing the merger or their financial consultants.

Acquisition:

1. An application seeking SCA’s initial approval and containing sufficient information about the acquirer as well as its plans and acquisition strategy.

2. A copy of the decision made by the acquirer’s board approving the acquisition proposal and detailing the amount of shares to be acquired, the execution method, and any conditions concerning the acquisition execution.

3. Draft of the announcement of the acquisition intent.   

4. Draft of the offer document.

5. The draft press release containing the recommendation of the target company’s board concerning the offer, in addition to the reasons for the recommendation.

6. An acknowledgment by the company’s board and consultants, using the attached form.

7. The draft recommendation of the participating consultants outlining their independent professional opinion regarding the acquisition.

8. A copy of the agreements signed with the associated and independent consultants (from the acquirer and target company).

9. A copy of the approvals obtained by the acquirer from the country’s competent authorities (such as the UAE Central Bank for banks, finance companies, financial investment companies, and insurance companies)

10.  A copy of the agreement between the acquirer and the target company setting out the termination fees (if any).