DIFC Companies Law used for precedent-setting merger

Dubai: Dubai International Financial Centre (DIFC) Companies law was recently applied for the completion of the first cross-border merger.

The transaction uses a highly complex ‘reverse triangular merger’ structure, seeing United Arab Chemical Carriers Limited (UACC) join forces with United Overseas Group Limited (UOG) with the backing of a newly formed investor consortium.

The enlarged group will continue to be known as United Arab Chemical Carriers Limited.

It is the first time the merger provisions under the DIFC Companies Law have been used for a merger of this nature and paves the way for its increased use. The DIFC Companies Law was updated in 2018 and included a rewrite of the merger requirements in the Centre.

“This is the first cross-border merger using DIFC’s Companies Law and we expect to see more in the future. We remain focused on delivering best-in-class support for businesses to ensure they have the opportunities to grow and scale within our community and across the region,” said Salmaan Jaffery, Chief Business Development Officer at DIFC Authority.

DIFC’s merger provisions are less detailed and more user-friendly than those under the UK regime. Most importantly, they enable both public and private companies established in DIFC to merge with other companies, including those established in jurisdictions outside the Centre.

“DIFC prides itself on delivering best-in-class legal and regulatory structures, tailored for our region and that’s why we introduced the updated Companies Law. This merger sets a strong precedent for successful M&A in DIFC and demonstrates the benefits of the unique legal framework which DIFC offers,” said Jacques Visser, Chief Legal Officer at DIFC Authority.

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