L’imad moves for full control of AD Ports as capital needs rise

Abu Dhabi sovereign investor L’imad is seeking to acquire full control of AD Ports Group, with its wholly owned subsidiary ADQ notifying AD Ports Group’s board of its intention to make a voluntary allcash offer for the 24.58% of the ports and logistics giant it doesn’t already own, according to ADX disclosures here (pdf) and here (pdf). The buyout offer values AD Ports at around AED 31.8 bn and would cost ADQ roughly AED 7.8 bn to acquire the remaining stake, according to our math.

The offer: L’imad is offering AED 6.25 per share — a 23% premium to AD Ports’ 14 August close. The price is also 95% above AD Ports’ AED 3.20 listing price in February 2022.

The rationale

Why full control now? L’imad expects AD Ports’ next phase of growth to be “complex, capital intensive, and long-term,” potentially requiring fresh equity or more borrowing. It also says recently announced agreements have pushed leverage higher and could constrain dividends and near-term shareholder returns. Full ownership would give AD Ports more room to fund capex, acquisitions, and operational changes without short-term public-market return pressure.

IN CONTEXT- AD Ports sits at the center of L’imad’s ports and logistics platform, which includes Etihad Rail and Aramex. The group has built a network spanning ports, shipping, logistics, and economic zones across more than 50 countries.

The bigger picture

L’imad ran the same playbook with Taqa, acquiring the final 1.88% it did not already own earlier this month, bringing the utility fully under its control. Diego Lopez, founder and managing director of Global SWF, tells EnterpriseAM that the AD Ports move “would create another wholly owned platform that is and can be highly acquisitive overseas.”

REMEMBER- AD Ports has been on an acquisition spree: AD Ports has AED 5.89 bn in undrawn credit facilities, including an accordion option, to close its pending buys of Brazil’s CLI agri-bulk terminal operator for an enterprise value of AED 3.1 bn (expected to close by the end of 3Q 2026) and Germany’s MBS Logistics for AED 300 mn (expected in 4Q 2026). It also completed a 30% stake increase in Global Feeder Shipping, taking its holding to 81% for AED 1.1 bn in June.

There may be a broader playbook here: Lopez compares the approach to Saudi Arabia’s PIF, which has traditionally preferred full ownership of subsidiaries and investment platforms, saying the structure would likely streamline L’imad’s investment decisions. He adds that full ownership would give AD Ports a “more definitive backer” as it competes with DP World and Saudi Global Ports Company for an international footprint in what he says is an “increasingly disrupted industry.”

What to watch: “The test is not whether Abu Dhabi owns more ports, but whether, when a route closes, it can move cargo before its options disappear,” former head of supply chain and transport industries at the World Economic Forum Wolfgang Lehmacher tells EnterpriseAM.

What’s next: This is a notice of intention, not a binding offer. ADQ still needs to clear regulatory approvals and conduct due diligence before it can issue a formal offer document with acceptance terms and a deadline. AD Ports Group’s board will also need to send shareholders a circular recommending for or against the offer once that document lands.

ADVISORS- Rothschild & Co Middle East is acting as financial adviser, with Emirates NBD Capital and First Abu Dhabi Bank (FAB) as joint lead managers and EFG Hermes UAE as co-lead manager. Emirates NBD and FAB are also the joint lead receiving banks, while A&O Shearman is providing counsel.