Mannai Group, a Qatar-based conglomerate, and EFG Hermes said, they have agreed with the Board of Damas, MENA's leading jewellery and watch business, the terms of a recommended cash bid to be made jointly by Mannai and EFG Hermes.
The bid values the entire issued share capital of Damas at approximately $445 million.
Under the terms of the bid, the bidding company controlled by the consortium proposes to acquire the entire issued share capital of Damas for $0.45 per share. Following completion of the bid, Mannai and EFG Hermes will, respectively, hold indirect interests of 66 per cent and 19 per cent in Damas.
Anan Fakhreddin, Chief Executive Officer of Damas International Limited, said, "Damas is a well-established business that has evolved and grown steadily for over 100 years and has expanded internationally over the past twenty five years. Mannai and EFG Hermes are ideal partners for Damas to enable the company to begin the next chapter of its business growth. We are very pleased to recommend this Bid to our shareholders and we encourage them to accept it."
It is also proposed that Tawfique Abdullah, Tawhid Abdullah and Tamjid Abdullah, the current majority shareholders of Damas, will be required to reinvest part of their bid consideration in a collective indirect interest of 15 per cent in the business consistent with arrangements previously agreed with their creditors.
Alekh Grewal, Chief Executive Officer of Mannai Corporation, said: "Damas is a very attractive retail brand with a highly successful regional business. Our bid to acquire Damas is testament to its sound business model and promising growth potential. We are delighted to have obtained the support of the Damas board and irrevocable undertakings from Damas shareholders representing a significant majority of Damas shares. We look forward to successfully completing this transaction which also represents a significant step towards Mannai's international growth strategy."
The bid is being recommended unanimously by the Board of Damas and is subject to formal acceptance by Damas shareholders. Mannai has obtained irrevocable undertakings to accept the bid when made from shareholders holding approximately 77.8 per cent of the shares in Damas. The bid was formally approved by Mannai shareholders at an Extraordinary General Meeting held on Tuesday 20 March 2012.
Karim Moussa, Managing Director at EFG Hermes, said: "We believe this deal will enable Damas to embark on its next phase of development. Mannai's excellent operational track-record combined with our deep investments expertise will provide a unique platform to further strengthen Damas' market position and expand its product offering."
The bid document containing full details of the bid will be made available to Damas shareholders as soon as practicable and in any event by 18 April 2012. The bid will then be open for acceptance by the Damas shareholders for a period of 35 days. The bid will be conditional on acceptance by Damas shareholders comprising at least 75 per cent of the Damas share capital.
Given that Mannai has received irrevocable undertakings in relation to approximately 77.8 per cent of Damas' existing issued share capital, it is anticipated that the bid should become unconditional to acceptances, and potentially wholly unconditional, within two weeks of posting the Bid document.
Should the bid become wholly unconditional, the Consortium intends to seek the delisting and cancellation of trading of Damas shares from NASDAQ Dubai. Furthermore, if the Consortium acquires 90% of the Damas shares, it will exercise its legal right to compulsorily acquire the remaining Damas shares on the same terms as the Bid.