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Rawalpindi: Fauji Fertilizer Bin Qasim Limited (FFBL) and Fauji Fertilizer Company Limited (FFCL) are set to amalgamate following a special resolution passed during the Extraordinary General Meeting (EOGM) on November 4, 2024. The merger, approved by a significant majority, aims to enhance operational efficiencies and market competitiveness for the combined entity.
According to information available from the Pakistan Stock Exchange (PSX), this corporate restructure is prompted by an order from the Lahore High Court, Rawalpindi Bench, dated October 8, 2024. This strategic merger will see FFBL fully integrating into FFCL, consolidating their assets and operations to form a more robust market presence.
The Scheme of Arrangement, initially proposed on September 26, 2024, and later approved by both companies’ boards, entails the transfer of all assets, liabilities, and obligations of FFBL to FFCL. As a result, FFBL will dissolve without winding up and its shares will be delisted from the PSX, as per the scheme’s terms.
Under the approved terms, FFCL will issue approximately 150.87 million new ordinary shares to FFBL shareholders, based on a swap ratio of one FFCL share for every 4.29 FFBL shares held. This exchange ratio was meticulously crafted by KPMG Taseer Hadi and Co., following comprehensive financial analysis and valuations of both entities.
The combined operation is expected to leverage shared technological, operational, and administrative resources, leading to enhanced profitability and growth. Moreover, the merger is poised to create more value for shareholders through improved market positioning and financial strength.
The resolution’s passage required a three-fourths majority of the issued share capital present at the EOGM, which was achieved comfortably, reflecting strong shareholder support for this transformative move.