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Bayanat and Yahsat shareholders to vote on recommended merger to create SPACE42 on 25 Apri...

21/03/2024

- A circular was issued today setting both entities' General Assembly Meetings for shareholders to vote on the recommended merger.

- The scale of SPACE42, with combined revenues of AED 2.8 billion in FY2023, will provide vertical integration potential and enhanced product offerings to capture regional and international opportunities for revenue growth and sustainable profitability.

- The merger is expected to yield considerable cost and revenue synergies, positioning the enlarged entity for enhanced shareholder value creation.

Abu Dhabi, 21 March 2024: Bayanat AI PLC ( Bayanat ), a leading AI-powered geospatial solutions provider, and Al Yah Satellite Communications Company P.J.S.C. ( Yahsat ), the UAE's flagship satellite solutions provider, each issued a circular today calling for their General Assembly Meetings (GAMs) to be held simultaneously on 25 April 2024. During the GAMs, respective shareholders of each entity will vote on the proposed merger of the two Abu Dhabi-headquartered and ADX-listed entities. This circular follows the announcement on 19th of December 2023 that their respective Boards of Directors had unanimously voted to recommend to shareholders the merger of the two companies.

The proposed merger of Bayanat and Yahsat will create SPACE42, an AI-powered space technology champion in the MENA region. The merger would create one of the most valuable publicly listed space companies in the world with additional potential for significant global growth and synergies.

With a combined revenue of AED 2.8 billion and net income of AED 637 million based on Bayanat and Yahsat's released results for the Financial Year 2023, SPACE42 is well positioned to bring significant value to all stakeholders across upstream, midstream and downstream solutions. The greater scale of the combined group will provide an expanded scope of service offerings and vertical integration opportunities, enabling it to offer a differentiated value proposition, utilize economies of scale and improve profitability across the value chain. Through this transformative combination, the merged entity will benefit from rapidly evolving market dynamics in order to capture regional and international opportunities in geospatial and mobility solutions, satellite communications, sustainability initiatives and business intelligence.

SPACE42 is expected to benefit from significant cost and revenue synergies through up-selling and cross-selling of existing solutions, leveraging customer relationships with a broader distribution network and the access to an enhanced technology platform empowered with new products and solutions. It will best position the organization for continuous growth, reinforcing its role as a key strategic solutions provider to the UAE government and its agencies, while expanding its reach to global customers.

The enlarged entity will also benefit from high visibility on revenue and cash flow generation through a high proportion of government-related contracts. This predictable, secure and long-term cash flow profile, along with a strengthened financial position, will be underwritten by a financial framework that balances investment for strong profitable growth and return of capital to shareholders.

The merger is subject to a number of conditions, including regulatory approvals from governmental authorities including the Securities and Commodities Authority, the ADGM Registration Authority and various international regulatory authorities, and the approval of shareholders representing 75% of the voting rights present at a quorate General Assembly Meeting of each of Bayanat and Yahsat. Both companies will continue to operate independently until the merger is effective.

The Shareholder Circular, and other materials related to the General Assembly Meetings, are available via the dedicated transaction microsite: www.asharedambition.com.
LINK: https://www.yahsat.com:443/en/news-and-media/news/2024/bayanat-and-yah...
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