United Arab Chemical Carriers Limited (“UACC”), the Dubai-headquartered international shipping company, has entered into a definitive merger agreement to be acquired by United Overseas Group Ltd (“UOG”), a company controlled by Peter Georgiopoulos and Leonidas Vrondissis.
The transaction is structured as a reverse triangular merger, which will be the first such merger under the Companies Law of the Dubai International Financial Centre (the “DIFC”). Pursuant to the provisions of Part 8 of the Companies Law (DIFC Law No. 5 of 2018), a wholly-owned subsidiary of UOG will merge with and into UACC, with UACC continuing as the survivor company and a company established in the DIFC (the “Transaction”). Each current shareholder of UACC will cease to hold shares in the survivor company, but will be entitled to receive its pro rata portion of the merger consideration pursuant to the terms and conditions of the merger agreement.
The Transaction is conditioned on, among other things, receipt of shareholder and regulatory approval and is expected to close in the first quarter of 2021.
UACC is advised by Deloitte Corporate Finance Advisory Limited as financial advisor and White & Case LLP as legal counsel. UOG and its affiliates are advised by AXIA Ventures Group Ltd. as financial advisor and Kramer Levin Naftalis & Frankel LLP and Watson Farley & Williams LLP as legal counsel. UOG will be financed by Entrust Global’s Blue Ocean Funds (“ETG”), which is being represented by Morgan Lewis Bockius LLP and Stephenson Harwood LLP as legal counsel.