Meraas Leisure and Entertainment LLC offered to buy remaining 47.71% stake in DXB Entertainments PJSC (DFM:DXBE) from Qatar Holding LLC, Kuwait Investment Authority and others for approximately AED 310 million on December 20, 2020. Under the terms of the offer, Meraas will acquire remaining 3,816,513,640 ordinary shares of DXBE for AED 0.08 per share in cash. The cash consideration payable under the offer will be financed through existing financial resources of Meraas. Meraas also intends to convert AED 1.5 billion of existing convertible bonds issued to Meraas by DXBE in 2018 into new DXBE shares at a conversion price of AED 1.04 per share and buy DXBE’s senior bank debt of AED 4.3 billion owed to certain lenders and convert such debt into new shares in DXBE at a conversion price of AED 0.08 per share. Following Offer Completion, Meraas intends to notify the SCA pursuant to the Takeover Code and the Companies Law to acquire mandatorily any shares not acquired by Meraas (excluding shares held by Meraas Holding) pursuant to the Offer. The price per share to be paid pursuant to the squeeze out will be same price paid under the offer. At that time, Meraas intends that DXBE will apply to suspend DXBE Shares from trading. Transaction is subject to satisfaction of required governmental, corporate, regulatory requirements and statutory approvals, exemptions and/or waiver in connection to the offer; passing of requisite resolutions at the DXBE GM by the DXBE shareholders; the completion of the convertible conversion and bank conversion; no Material Adverse Effect having occurred prior to the Unconditional Date and other conditions as specified in Offer document. Offer is subject to being declared unconditional in all respects (which will be announced by Meraas following satisfaction (or waiver by Meraas, as applicable) of all Conditions), (the date of such announcement being the Unconditional Date). As of February 9, 2021, based on the inputs received from financial and legal advisors as to the terms of the Offer, board of DXB Entertainments PJSC unanimously recommended to DXBE’s shareholders to accept the Offer, attend the general assembly meeting on March 9, 2021 and vote in favour of the resolutions required to implement the Offer. Offer is open for acceptance from February 9, 2021 to March 9, 2021. Rothschild (Middle East) Limited, Emirates NBD Bank PJSC (DFM:EMIRATESNBD) and Emirates NBD Capital Limited acted as financial advisors and Linklaters LLP and Ibrahim & Partners acted as legal advisors to Meraas Leisure and Entertainment. Allen & Overy LLP acted as legal advisor, SHUAA Capital PSC acted as financial advisor and KPMG Lower Gulf Limited acted as accountant to DXB Entertainments PJSC.