FFBL board approves merger with Fauji Fertilizer

The Board of Directors of Fauji Fertilizer Bin Qasim Limited (FFBL) has given its in-principle approval to merge with and into Fauji Fertilizer Company Limited (FFC).

The swap ratio for the amalgamation of FFBL into FFC has been finalized at 1:4.29, informed FFBL in a notice to the Pakistan Stock Exchange (PSX) on Friday.

“The Board of Directors of FFBL, at its meeting held on September 20, 2024, approved the merger of the company with and into FFC, along with the draft Scheme of Arrangement under Sections 279 to 283 and 285(8) of the Companies Act, 2017, to be entered into between the company and FFC for the purposes of the same,” read the notice.

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It informed that the arrangement is subject to finalization thereof, obtaining all necessary shareholders’, secured creditors’ and regulatory approvals, and the sanction of the scheme by the Lahore High Court, Rawalpindi Bench.

“In terms of the scheme it is intended, inter alia, that the entire undertaking of the company (including its assets, liabilities, privileges, obligations, rights and business) shall be merged, by way of amalgamation, with and into FFC, and all the shares of the company shall be cancelled, in consideration for which an aggregate of approximately 150.87 million ordinary shares of FFC shall be allotted and issued to the shareholders of the company (excluding to FFC itself, as a shareholder of the company), based on a swap ratio of 1 (one) ordinary share of FFC for approximately 4.29 ordinary shares of the FFBL held by such shareholders of the company,” read the notice,

The company shared that as a consequence of the merger, FFBL shall stand dissolved without winding up and be delisted from the PSX.

The amalgamation of the two companies will result in the complete integration of FFBL assets, liabilities and associated privileges into FFC, said JS Global in a note.