The Board of Directors of Fauji Fertilizer Bin Qasim Limited (FFBL), at their meeting held on September 20, 2024, approved the merger of the company with and into Fauji Fertilizer Company Limited (FFCL).
The company shared this development in a notice to the Pakistan Stock Exchange (PSX) on Friday.
“In continuation of the disclosure on July 19, 2024, by Fauji Fertilizer Bin Qasim Limited (FFBL) pertaining to the in-principle approval to evaluate the potential amalgamation of the company with and into Fauji Fertilizer Company Limited (FFCL), the Board of Directors of the company, at its meeting held on September 20, 2024, approved the merger of the Company with and into FFCL, along with the draft Scheme of Arrangement under Sections 279 to 283 and 285(8) of the Companies Act, 2017, to be entered into between the Company and FFCL for the purposes of the same,” read the FFBL’s notice.
As per terms of the Scheme, the entire undertaking of the FFBL including its assets, liabilities, privileges, obligations, rights, and business will be merged, by way of amalgamation, with and into FFCL, and all of its shares shall be canceled.
According to the disclosure, FFCL will issue and allot approximately 150.87 million ordinary shares to FFBL shareholders, based on a swap ratio of 1 FFCL share for every 4.29 FFBL shares.
As a consequence of the merger, FFBL shall stand dissolved without winding up and be delisted from the PSX.
The approval of the merger is contingent upon securing necessary shareholder, creditor, and regulatory clearances, along with the finalization of legal formalities and the sanction of the scheme by the Lahore High Court, Rawalpindi Bench.
The company has assured that any amendments or modifications to the plan will not materially affect the overall substance of the transaction.
Additionally, in a separate notice to the PSX, Fauji Foods Limited (FFL) said that it would become a subsidiary of FFCL after its parent company Fauji Fertilizer Bin Qasim Limited merged with and into FFCL.
“It is intimated that as a consequence of the Proposed Merger, upon the sanction of the Scheme of Arrangement, and in terms thereof, the Company shall become a subsidiary of FFCL,” read the notice.
