• The transaction implies an enterprise value of AED 600 million for UPP
  • Targeted PIPE fundraising of up to AED 734 million to be launched
  • Upon closing, business will have AED 1.1 billion of new cash from SPAC and PIPE transactions to accelerate UPP’s growth in secure printing and packaging segments

Abu Dhabi, UAE: ADC Acquisition Corporation PJSC (“ADC”), the UAE’s first Special Purpose Acquisition Company (“SPAC”), announced today that it has entered into an agreement with ADQ Developmental Holding LLC providing for a business combination with Abu Dhabi-based United Printing & Publishing Sole Proprietorship LLC (“UPP” or the “Company”). Established by ADQ and Chimera Investments in April 2022, ADC is a SPAC mandated to identify a scalable, high growth business with attractive valuations. Following the business combination, UPP will become a publicly listed company on the Abu Dhabi Securities Exchange (ADX), a significant milestone which will mark the region’s first successful SPAC merger process.

As consideration for the contribution of UPP to ADC, ADQ will be issued 62.3 million new Class A shares in ADC for an issue price of AED 10.00 per share, implying an equity value of AED 623 million for UPP. Post merger, ADQ will remain the single largest shareholder in the combined company.

Simultaneous to the SPAC merger, ADC intends to pursue a PIPE (Private Investment in Public Equity) fundraising of up to AED 734 million to pursue organic and inorganic growth avenues for UPP. ADC will issue up to 73.4 million new Class A shares at a price of AED 10.00 per share in respect of the PIPE fundraising.

UPP operates in segments with large end-markets and intends to grow its presence internationally and domestically through organic and inorganic paths.

The Company plans to expand in sectors where it believes it is well positioned, including secure printing and packaging, both of which are expected to witness substantial growth. In the secure printing sector, UPP leverages next-generation data security technologies for its best-in-class product offering and currently holds a prominent position as a leader in ID security printing within the region. This market segment is expected to benefit from long-term structural growth opportunities as a result of heightened security protocols and other industry tailwinds, as governments, enterprises and financial institutions adopt specialized security elements such as secure IDs and secure financial cards to authenticate users. Due to UPP’s strong track record of serving customers with stringent requirements for secure IDs, the Company is ideally positioned for further expansion into markets outside the UAE, several of which it is currently pursuing.

In addition to its stronghold in secure printing, UPP has recently entered the packaging segment, where the company can leverage its brand, existing customer base and reputation to capture market share and drive long-term progress. This is achieved by addressing the evolving packaging needs in the region, driven by trends around e-commerce fulfillment evolution, the need for sustainable packaging, and the emergence of smart packaging requirements.

Upon completion of this transaction, through the AED 1.1 billion of proceeds from the SPAC and the PIPE fundraising, UPP will have sufficient capital to pursue organic and inorganic growth opportunities. These will help accelerate UPP’s growth trajectory in its business segments and can capture market share by leveraging its brand, customer base, and the strength of its ecosystem.

Seif Fikry, CEO, ADC, commented: “As the region’s first SPAC merger process, this transaction marks a notable achievement for ADC and reaffirms ADX as the region's most dynamic financial market. We are confident that UPP represents an attractive platform, with strong and stable revenue, through its long-term contracts and relationships with anchor customers, such as UAE government entities. UPP’s high revenue visibility provides a robust foundation for future growth, which can be accelerated with funds which will be raised from the PIPE.”

Ali Alnuaimi, CEO, UPP, commented: “This pivotal milestone in our journey sets the stage for ongoing expansion. Since our establishment in 2006, we have evolved into a leading UAE secure and commercial printing entity with marquee clients under long-term contracts. Our confidence in the growth prospects of our secure printing offering is unwavering, and it will be further supported by additional, more diversified revenue streams, such as sustainable packaging. With this transaction, UPP will be able to significantly accelerate the execution of its organic and inorganic growth strategies.”

Abu Dhabi Securities Exchange (ADX) was the first market in the region to introduce comprehensive listing rules under the newly formed regulatory framework for SPACs issued by the UAE’s Securities and Commodities Authority (SCA). The initiative has further cemented Abu Dhabi’s position as a leading financial center for regional and global investors.

About ADC

ADC Acquisition Corporation PJSC was the first Special Purpose Acquisition Company (SPAC) to be listed in the UAE. Its primary objective revolves around the identification and potential merging of one or multiple businesses. In its pursuit of suitable acquisition prospects, ADC is focused on identifying expandable enterprises led by capable management teams.

About UPP

Established in 2006 in Abu Dhabi, UAE, UPP is a leading company operating across three key segments: secure and traditional commercial printing, distribution, and packaging. UPP has a strong track-record of utilizing best-in-class technology to create customized solutions for customers. Today, the company is expanding its services and capabilities in secure printing and packaging domains, further strengthening its position as an integrated services provider to customers including governments, enterprises and financial institutions.

Media contact
FTI Consulting
Ajith Henry
Ajith.henry@fticonsulting.com