FRA clears two MTOs to go live: The Financial Regulatory Authority (FRA) signed off on the publication of two mandatory tender offers (MTOs) — Wafa Assurance’s and Raya Holding's — moving them from filing to execution. Both offers are now open to shareholders on the EGX.

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#1- Wafa’s takeover bid for Delta opens: Casablanca-listed Wafa Assurance secured regulatory clearance to proceed with its MTO (pdf) for Delta Ins., it said in a bourse disclosure (pdf). The target company’s shareholders now have until Monday, 27 October, to decide whether to tender their holdings into the MTO with settlement due within five days of closing.

REFRESHER- The liquid MTO is live at EGP 40 per share for up to 125 mn Delta shares (100% of the company), with a minimum acceptance threshold of 51%. This values the transaction at up to EGP 5 bn and gives Wafa a pathway to either majority or full control of the company. Wafa submitted the MTO to the FRA in June.

Premium kicker: The offer price represents a roughly 134% premium, by our math, to Delta’s six-month average closing price of EGP 17.07, according to FRA filings.

What’s next? Delta’s parent company Egypt Kuwait Holding (EKH), which owns 63.4% of the ins. firm, said its board has yet to decide whether to tender, according to a separate filing to the EGX (pdf). The conglomerate is reviewing an independent fair value study and an auditor’s report before making a recommendation in line with EGX listing rules. Wafa said it plans to delist Delta from the EGX and merge Delta Life with its own life arm within months of closing the proposed acquisition.

ADVISORS- Our friends at EFG Hermes are brokering the transaction and are acting as EKH's financial advisor, while Sharkawy & Sarhan and A&O Sherman Morocco are providing counsel. Attijari Conseil is also serving as a financial advisor, and Forvis Mazars is providing tax and financial advisory services out of both Morocco and Egypt.

#2- Raya Holding’s MTO for Raya CX goes live: Raya Holding launched its MTO (pdf) for Raya Customer Experience (Raya CX), after securing FRA approval, according to an EGX filing (pdf). The offer, open through Sunday, 26 October, is priced at EGP 7.50 per share, the top of the indicated price range, valuing the transaction at roughly EGP 330 mn.

ICYMI- Raya submitted the MTO to the FRA late last month. The firm is looking to increase its stake in the outsourcing arm to 90% from 60.8% in an offer valuing the company at around EGP 1.54 bn.

ADVISORS- Al Ahly Pharos is acting as broker on the transaction, while Zaki Hashem & Partners is acting as the legal advisor. Zilla Capital is transaction advisor.

IN OTHER M&A NEWS-


Mostakbal Misr raises stake in Mansoura Poultry: Mostakbal Misr Agency for Sustainable Development has raised its stake in EGX-listed Mansoura Poultry to 22.5% from 4.8% in a EGP 212.6 mn transaction, according to a bourse disclosure (pdf). Meanwhile, an individual investor exited his entire 8.6% stake for EGO 101.6 mn, according to another filing (pdf).

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