ABU DHABI, UAE: The Board of Directors of Abu Dhabi Aviation (ADA) announced that it has received an offer from ADQ Aviation and Aerospace Services LLC, a wholly owned subsidiary of Abu Dhabi Developmental Holding Company RISC (ADQ), to combine certain assets of ADQ Aviation with ADA.

ADQ Aviation proposes to combine its shareholdings in Advanced Military Maintenance Repair and Overhaul Centre LLC (AMMROC) 100%; Etihad Airways Engineering LLC (EYE) 100%; and Global Aerospace Logistics LLC (GAL) 50%, representing 100% ADQ Aviation’s equity in GAL

The key terms of ADQ Aviation’s offer are to transfer the Perimeter Assets to ADA in consideration of the issuance by Abu Dhabi Aviation to ADQ. or any of ADQ’s designated subsidiaries, of a convertible instrument, mandatorily convertible into approximately 652 million ordinary shares in the capital of ADA upon closing of the transaction.

The fixed conversion price at which the convertible instrument would convert into shares in Abu Dhabi Aviation is AED 6.14 per share, implying a c.23% premium to ADA’s closing share price as of 14 October 2022. The offer implies an equity value for ADA of approximately AED 2.730 million. Following Completion. ADQ would own approximately 59.44% of the issued share capital of the combined group.

The offer is subject to receipt of all relevant governmental approvals, including regulatory approvals by the Securities and Commodities Authority (SCA) as well as shareholder approvals.

The Board of ADA will meet to review the offer proposed by ADQ Aviation before making any recommendation to shareholders.

Should an agreement be reached between the parties, an Abu Dhabi Aviation general assembly meeting would consider approving -Me transaction during co. 2023. At this time, there is no certainty that any transaction will occur.