A proposed takeover of UAE-based dairy and food producer Unikai Foods by Kuwait’s Al Wafir for Marketing Services has failed after the bidder was unable to secure enough shareholder support to complete the transaction.
Unikai Foods announced that Al Wafir’s voluntary conditional cash offer to acquire a controlling stake in the company has lapsed after falling short of the minimum acceptance threshold required under UAE takeover rules.
Al Wafir had launched the offer in January to acquire a minimum of 50 per cent plus one share and up to 51 per cent of Unikai’s issued and paid-up ordinary shares at a cash price of Dh6.60 per share. The offer aimed to give the Kuwait-based company a controlling stake in the Dubai-listed food manufacturer.
However, by the closing date of February 16, valid acceptances had been received for only 9.4 million Unikai shares, representing 24.22 per cent of the company’s total issued share capital. This was well below the minimum threshold of 50 per cent plus one share required for the transaction to proceed.
Al Wafir did not hold any shares in Unikai before launching the bid and did not acquire additional shares outside the formal offer during the offer period. As a result, the total shares tendered under the offer remained at 24.22 per cent when the offer closed.
Under the UAE Securities and Commodities Authority’s takeover regulations, a conditional offer cannot be completed unless it meets the specified minimum acceptance level. Since this condition was not met, the proposed acquisition has been formally cancelled and cannot be implemented, Unikair said.
The company confirmed that the offer has lapsed in its entirety and will not be completed. Shareholders who had agreed to sell their shares under the offer will not receive the Dh6.60 per share cash payment, and no shares will be transferred to the bidder.
The collapse of the transaction means Unikai Foods will continue to operate as an independent listed company, with no change in its ownership structure resulting from the attempted acquisition.
The development is significant for investors as it underscores the importance of shareholder backing in takeover transactions and reflects either limited appetite among shareholders to exit at the offered price or confidence in the company’s long-term prospects as a standalone entity.
Market watchers said for the UAE’s food and dairy sector, the failed bid highlights the challenges regional buyers may face in securing controlling stakes in publicly listed companies without strong shareholder alignment. It also signals that Unikai’s existing shareholders are either unwilling to dilute control at current valuations or are expecting stronger future performance from the company.
While the offer’s collapse brings the takeover attempt to an end, market watchers say it may not rule out future strategic interest in Unikai, given the UAE’s growing food processing and dairy sector and rising regional demand for branded consumer staples.
