DFM-listed GulfNav signed off on an AED 3.2 bn transaction to buy the Fujairah-based storage business of Nasdaq-listed Brooge Energy, according to a disclosure (pdf). The signing wraps up a transaction structure shareholders had approved back in March that is comprised of a mix of cashflow, new shares, and mandatory convertible bonds swaps (MCBs).

What’s on the table: GulfNav is picking up three Brooge subsidiaries that run oil storage infrastructure in Fujairah — namely Brooge Petroleum and Gas Investment Company, Brooge Petroleum and Gas Investment Company Phase III, and BPGIC Phase 3 Limited.

How they’re paying for it:

  • Some 358.8 mn new shares issued to Brooge at AED 1.25 each, with a one-year lock-up.
  • AED 2.3 bn in convertible bonds issued to Brooge, also at AED 1.25 per share, and about AED 500 mn in bonds offered to GulfNav shareholders at a slightly lower AED 1.10.
  • AED 460 mn in-cashflow to Brooge.

What they said about expected synergies: “The acquisition is expected to generate significant operational synergies, including cost savings from integrated logistics and increased storage capacity. Financially, the transaction is projected to enhance GulfNav’s revenue streams and improve EBITDA margins over the next few years. The issuance of new shares and MCBs will increase Gulfnav’s share capital by approximately 220%.” Ahmad Kilani, CEO of GulfNav said.

What’s next: Both sides still need to tick off regulatory approvals and a few legal steps. GULFNAV is also planning to raise fresh capital and issue the new shares and bonds. The pair is aiming to close the transaction before the end of 3Q.

ADVISORS – Gulf Navigation appointed Trussbridge Advisory (DIFC) as its exclusive financial advisor, and Pinsent Masons as its lead counsel. Ibrahim & Partners Law Firm provided legal advice on the transaction structuring and related regulatory aspects.

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