Tender Offer Window Closes, Clearing Path to Near-Total Ownership

Abu Dhabi's sovereign investment vehicle, L'IMAD, announced on Wednesday that its stake in AD Ports Group will rise to more than 98.5 percent, up from its previous holding of 75.4 percent, after the statutory window for its voluntary tender offer closed on September 15. The offer was submitted through L'IMAD's wholly owned subsidiary, Abu Dhabi Developmental Holding Company (ADQ), on August 18.

According to the company, all substantive conditions of the offer have now been met, with only routine notifications to the Securities and Commodities Authority and the Abu Dhabi Securities Exchange (ADX) still outstanding. Settlement, including the transfer of shares and payment to shareholders who tendered their stock, is expected to be completed no later than October 9, 2026.

A Premium Offer Backed by Strong Financial Performance

Under the terms of the deal, shareholders who chose to accept received Dh6.25 in cash for each share—representing a 23 percent premium over AD Ports' closing price immediately before the offer was announced, a 25 percent premium to the one-month volume-weighted average price, and a 31 percent premium over the three-month average.

The offer arrived on the heels of a standout quarterly performance from AD Ports Group, which reported an 88 percent surge in second-quarter net profit, reaching Dh836 million. That growth was attributed largely to stronger activity across the company's maritime and shipping operations, its economic cities and free zones, and its broader logistics network—segments that have benefited from AD Ports' efforts to diversify trade routes as regional shipping continues to be affected by disruptions to the Strait of Hormuz.

Part of a Broader Consolidation Strategy

AD Ports Group sits within L'IMAD's Ports & Logistics portfolio, alongside Etihad Rail and courier group Aramex, reflecting a deliberate strategy by the Abu Dhabi government to consolidate ownership of critical trade and transport infrastructure under a single sovereign umbrella.

This is not L'IMAD's first full-control transaction this year. Just last month, the fund completed its acquisition of the remaining shares in Abu Dhabi National Energy Company (Taqa) through its subsidiary Abu Dhabi Power Corporation, taking that stake from 98.12 percent to a full 100 percent. Taqa is now awaiting regulatory clearance to delist from the ADX entirely. L'IMAD also holds a significant position in Abu Dhabi-based real estate developer Modon Holding, further illustrating the fund's expanding footprint across the emirate's key economic sectors.

What Full Ownership Means for AD Ports

Moving toward full private ownership gives AD Ports Group considerably more flexibility to pursue acquisitions and long-term strategic investments without the reporting obligations and short-term performance pressures that come with a public listing. Company leadership has previously indicated that the transaction offers minority shareholders an attractive opportunity to realise certain, immediate value, while allowing the broader group to pursue growth initiatives more freely.

AD Ports currently operates around 40 terminals and maintains a presence in roughly 50 markets worldwide, spanning maritime and shipping, logistics, digital services, and economic zone management. Analysts covering the transaction have pointed to its scale and premium pricing as a signal of Abu Dhabi's continued confidence in the ports and logistics sector, even amid regional shipping disruptions tied to the broader geopolitical conflict.

Advisers Behind the Deal

L'IMAD appointed Rothschild & Co Middle East as financial adviser for the transaction, with Emirates NBD Bank and First Abu Dhabi Bank serving as joint-lead receiving banks. Emirates NBD Capital and First Abu Dhabi Bank also acted as joint-lead managers, while EFG Hermes UAE took on the role of co-lead manager. Legal advisory support was provided by Allen & Overy Shearman Sterling.

Market Reaction and What Comes Next

With the transaction now largely finalised, market watchers expect AD Ports Group to eventually follow Taqa's path toward delisting from the Abu Dhabi Securities Exchange, though a formal date has not yet been confirmed. For now, attention turns to the October 9 settlement deadline, after which L'IMAD's control over one of the region's most significant ports and logistics operators will be all but complete—another milestone in Abu Dhabi's broader strategy of consolidating strategic national assets under long-term sovereign stewardship.