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Alexandria Container & Cargo Handling (ALCN) is moving up its entire 6.01% stake in Egypt Maritime Ports to one of its own corporate parents, state-owned Holding Company for Maritime and Land Transport, in an EGP 1.05 bn transaction, according to an EGX disclosure (pdf). The sale is structured as a compensation swap, with no money changing hands, a senior government official tells EnterpriseAM.
What’s the fair value? The related-party transaction covers 182.7 mn shares at a fair value of USD 0.111 per share, putting total consideration at c.USD 20.28 mn. The fair value study assumed a conversion rate of EGP 51.77 to the USD.
A sprint to sign-off: ALCN had to change independent financial advisors less than three weeks before the fair value study was published. Elite Financial stepped in to complete the valuation — audited by Grant Thornton and BoD-approved — in less than 21 days.
Mind the gap: Baker Tilly, which was originally tapped for the transaction — according to an earlier bourse filing (pdf) — stepped back due to an independence issue under FRA rules. The firm had worked with ALCN within the preceding six months, which disqualifies it from serving as an independent financial advisor on a separate transaction during that period, a source close to the matter tells EnterpriseAM.
The sale has nothing to do with Black Caspian’s MTO for 90% of ALCN, the government official tells us. Discussions on the transaction have been underway since the start of the year, well before AD Ports submitted its sweetened offer, which the government is set to reject, the source adds.
Who sits at the cap table: AD Ports, which is owned by Abu Dhabi wealth fund ADQ, built a 51.33% majority in ALCN across two moves — a 32% indirect stake through Alpha Oryx in 2022, and an acquisition of PIF-owned SEIC’s 19.3% for EGP 13.24 bn last November. The government controls a combined 42.9% blocking stake through the Holding Company for Maritime and Land Transport (35.3%) and Alexandria Port Authority (7.6%).
