Baker McKenzie has represented Gulf Cement Company PSC ("GCC"), a publicly listed company on the Abu Dhabi Securities Exchange (ADX) and the largest cement producer in the United Arab Emirates with operations based in Ras Al Khaimah, on a successful conditional mandatory cash tender offer launched by TC Mena Holdings Ltd ("TC Mena"). TC Mena is a subsidiary of Italy’s Buzzi Unicem, a public joint stock company listed on the Italian stock exchange, and is 10% owned by DHL, a company incorporated in the Abu Dhabi Global Market (ADGM).
As GCC's largest shareholder, TC Mena initiated the offer to acquire up to 100% of GCC’s issued and paid-up ordinary shares, subject to a minimum acceptance threshold of 50% plus one share.
The offer was launched on 13 March 2025 and successfully completed on 8 May 2025, resulting in TC Mena acquiring approximately 63% of GCC's issued share capital.
Leading the transaction, Abeer Jarrar, Corporate M&A Partner, commented: “We were delighted to act for our client on this transaction, following our successful involvement in previous landmark tender offers. We are witnessing growing interest in the use of tender offers as a strategic tool — not only to enable faster inorganic growth for public companies, but also to provide a dynamic entry point for regional and international investors to tap into the UAE's vibrant and rapidly expanding public markets".
Baker McKenzie acted as legal adviser to GCC on all legal aspects of the UAE takeover regime. The team was led by UAE-based Corporate Partner Abeer Jarrar, supported by Senior Associates Tala Shomar and Luke Hackett.
This transaction adds to Baker McKenzie's extensive track record in tender offer deals. Over the past year, the firm's transactional team has advised on two tender offers under the UAE takeover regime, including one of the few such offers executed in the UAE.
Notably, under the leadership of Abeer Jarrar, Baker McKenzie has advised Ultratech Cement Middle East Investments Limited last year on the first-ever partial tender offer executed under the UAE Securities and Commodities Authority's rules and regulations, marking the third all-cash tender offer in the UAE.
Emirates NBD acted as sole financial advisor, lead manager and receiving agent, while IN'P Ibrahim N Partners provided legal counsel to TC Mena.
As GCC's largest shareholder, TC Mena initiated the offer to acquire up to 100% of GCC’s issued and paid-up ordinary shares, subject to a minimum acceptance threshold of 50% plus one share.
The offer was launched on 13 March 2025 and successfully completed on 8 May 2025, resulting in TC Mena acquiring approximately 63% of GCC's issued share capital.
Leading the transaction, Abeer Jarrar, Corporate M&A Partner, commented: “We were delighted to act for our client on this transaction, following our successful involvement in previous landmark tender offers. We are witnessing growing interest in the use of tender offers as a strategic tool — not only to enable faster inorganic growth for public companies, but also to provide a dynamic entry point for regional and international investors to tap into the UAE's vibrant and rapidly expanding public markets".
Baker McKenzie acted as legal adviser to GCC on all legal aspects of the UAE takeover regime. The team was led by UAE-based Corporate Partner Abeer Jarrar, supported by Senior Associates Tala Shomar and Luke Hackett.
This transaction adds to Baker McKenzie's extensive track record in tender offer deals. Over the past year, the firm's transactional team has advised on two tender offers under the UAE takeover regime, including one of the few such offers executed in the UAE.
Notably, under the leadership of Abeer Jarrar, Baker McKenzie has advised Ultratech Cement Middle East Investments Limited last year on the first-ever partial tender offer executed under the UAE Securities and Commodities Authority's rules and regulations, marking the third all-cash tender offer in the UAE.
Emirates NBD acted as sole financial advisor, lead manager and receiving agent, while IN'P Ibrahim N Partners provided legal counsel to TC Mena.
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