ADQ moves to take AD Ports fully private

ADQ has proposed buying all remaining shares in AD Ports Group for cash, potentially giving Abu Dhabi’s sovereign investment structure full ownership of one of the emirate’s most important ports, shipping and logistics businesses.

The Abu Dhabi investment company, whose assets and investments were brought under the umbrella of sovereign investment platform L’IMAD earlier this year, holds about 75.42% of AD Ports Group. It plans a voluntary conditional cash tender offer for the approximately 24.58% it does not own, setting an offer price of AED6.25 a share.

The proposal represents a substantial premium to the company’s pre-offer market valuation. AD Ports shares closed at AED5.10 on August 14, placing the company’s market capitalisation at about AED25.95 billion. The offer price is roughly 22.5% above that closing level and values the entire company at more than AED31 billion on the basis of its outstanding equity.

Completion remains subject to the conditions attached to the tender process. Minority shareholders will have the option of accepting the cash price, while the eventual ownership structure will depend on the level of acceptances and fulfilment of regulatory and transaction requirements.

The move comes days after AD Ports reported its strongest quarterly earnings since listing, with second-quarter revenue rising 47% year on year to AED7.08 billion. Earnings before interest, tax, depreciation and amortisation increased 49% to AED1.74 billion, while net profit climbed 88% to AED836 million.

Those results have strengthened the investment case for a group that has expanded from an Abu Dhabi-focused ports operator into an international trade and logistics platform. Its businesses now extend across ports, shipping, freight forwarding, economic zones, logistics and digital trade services, giving it exposure to cargo flows well beyond its home market.

The proposed transaction also follows a significant reshaping of Abu Dhabi’s sovereign investment architecture. Authorities decided in January to consolidate the assets and investments of ADQ and L’IMAD under the L’IMAD umbrella, creating a sovereign platform spanning more than 250 group subsidiaries and a portfolio estimated at around $300 billion.

AD Ports has been one of the central infrastructure holdings within that portfolio. ADQ retained a 75.44% stake when the ports group listed on the Abu Dhabi Securities Exchange in February 2022 after a primary issuance that raised AED4 billion. Its ownership later stood at 75.42%.

The proposed buyout would therefore reverse much of the ownership diversification created by the 2022 listing, although the tender process itself does not automatically remove the company from the market. The final implications for its listing status will depend on shareholder participation and subsequent decisions made under applicable securities rules.

AD Ports has meanwhile continued an aggressive international expansion strategy. In June, it paid AED1.1 billion for another 30% of Global Feeder Shipping, increasing its ownership in the Dubai-based container feeder operator to 81%. The investment strengthened its maritime network across the Arabian Gulf, Red Sea, Mediterranean, Africa and Asia.

The group is also pursuing the acquisition of a majority holding in Alexandria Container & Cargo Handling Company in Egypt, with that transaction now expected to close during the fourth quarter of 2026. It has agreed to acquire international freight-forwarding company MBS Logistics, another transaction scheduled for completion in the final quarter.

Expansion has increased financing requirements. AD Ports’ net debt reached AED22.73 billion at the end of June, up from AED21.45 billion three months earlier, although its net debt-to-EBITDA ratio improved to 3.7 times from 3.9 times. The company had AED5.89 billion of undrawn credit facilities, including an accordion option, available to support acquisitions and other requirements.

Operational performance has also highlighted the benefits and risks of its increasingly diversified model. Logistics revenue rose 30% year on year during the second quarter as the group expanded alternative trade routes and supply-chain arrangements across the UAE and wider Gulf. Ports revenue, however, fell 17% to AED609 million as regional disruption affected parts of the business.