Orascom Development Holding is to launch a tender offer to the remaining minority shareholders of its subsidiary, Orascom Hotels and Development (OHD), on the request of the Egyptian Financial Supervisory Authority (EFSA), according to a press release from the company on its website published on Wednesday.
In the tender offer the holding intends to acquire 8.8 million shares of OHD, representing 3.9 per cent of the outstanding OHD shares.
For Egyptian regulatory reasons, this number includes 4.8 million OHD shares, the economic interest of which is already held by the company and for which no consideration will be paid in the tender offer.
Orascom Development expects to launch the tender offer in the second half of December 2010.
The offer will remain open for 20 business days from the date of the announcement.
The tender offer consideration will include, at the option of OHD shareholders, either cash or Orascom Development's Egyptian Depositary Receipts (EDRs).
The price offered in the tender offer will be determined prior to launch and after reviewing valuation reports presented by two independent fairness opinion providers.
The aggregate purchase price in cash or EDRs is expected to be announced on or around the 20th December 2010.
With a view to ensuring delivery of registered shares of Orascom Development (ODH shares) underlying the EDRs to the remaining shareholders upon closing of the tender offer, Orascom Development has entered into a securities lending agreement with its major shareholder, Samih Sawiris.
Under this agreement, Sawiris has agreed to lend Orascom Development up to 1.3 million ODH shares free of charge.
This number serves to cover the 3.86 per cent or more OHD shares being subject of the tender offer, depending on the final pricing and swap ratio.
After completion of the tender offer, Orascom Development intends to delist OHD completely from the Egyptian Exchange (EGX).
Orascom Development Holding is a Switzerland-based developer of integrated towns, with a foothold in Egypt and the Middle East. It develops fully-integrated towns, offering hotels, private villas and apartments, leisure facilities and marinas, along with all related facilities and supporting infrastructure.
As of 31st December, 2009, the company had a number of subsidiaries in Egypt, Jordan, Mauritius, Morocco, Oman, Switzerland, United Arab Emirates, Montenegro and the Cayman Islands.