Qassim Cement Company announces its firm intention to make an offer to acquire all shares of Hail Cement Company through a securities exchange offer
Further to the announcement made by Qassim Cement Company (the “Company” or “QCC”) on the Saudi Exchange website on 11-06-1445H (corresponding to 24-12-2023G) (the “Transaction Announcement”) regarding the entry into a binding implementation agreement (the “Implementation Agreement”) with Hail Cement Company (“HCC”), pursuant to which QCC has agreed to make an offer to HCC’s shareholders to acquire all shares of HCC in consideration for newly issued shares in QCC pursuant to Article (26) of the Merger and Acquisition Regulations and in accordance with the Rules on the Offer of Securities and Continuing Obligations issued by the board of the Capital Market Authority, and in accordance with the conditions and provisions of the Implementation Agreement (the “Transaction”).
Whereas the conditions for making a firm intention announcement pursuant to the Implementation Agreement have been satisfied, and in accordance with Article 17(e) of the Merger and Acquisition Regulations, QCC announces its firm intention to make an offer in accordance with the terms and conditions of the Implementation Agreement. QCC further confirms the following as at the date of this announcement:
1. QCC does not own any shares directly in HCC. QCC has established a private investment fund that is managed by a licensed capital market institution to invest in securities and shares. QCC owns all the units in this fund, and the fund owns 2,308,206 shares in HCC, which represents 2.36% of HCC’s share capital. This fund is considered a related party pursuant to the Merger and Acquisition Regulations.
2. Other than mentioned above, there is no person acting in concert with QCC in relation to the Transaction.
3. QCC does not own any option to purchase HCC shares, nor does any person acting in concert with it.
4. QCC has not received any irrevocable commitment from any party to vote in favor of the Transaction at the relevant extraordinary general assembly.
5. There are no indemnity arrangements in relation to the shares of HCC involving QCC, HCC or any person acting in concert with them.
6. The financial adviser of QCC (HSBC Saudi Arabia) is not required to provide a confirmation that QCC has sufficient resources to satisfy the completion of the Transaction; given that the consideration payable by QCC does not include cash consideration.
Please refer to the Transaction Announcement for additional information relating to the Transaction, including (i) the structure of the Transaction, its terms and conditions; (ii) the agreed exchange ratio; and (iii) the steps to complete the Transaction, including obtaining the required regulatory approvals and shareholders’ approvals (except related parties).
Hyperlink to the Previous Announcement: Click Here
Hyperlink to the Previous Announcement on the Saudi Exchange Website: Click Here
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