Naseej signs deal to acquire Etmam Arabia via share swap

The planned acquisition will be executed through a share swap, with Naseej issuing approximately 6.3 million new shares to Etmam Arabia’s owners, as shown in the table below:

Naseej’s valuation for the purpose of the acquisition deal was determined at about SAR 954.61 million. This was based on the volume-weighted average price (VWAP) of Naseej’s stock over the six-month period preceding the SPA signing and announcement (May 30, 2024-Feb. 13, 2025).

Following the acquisition completion, ownership of Naseej’s existing shareholders will decrease from 100% to nearly 63.4%. Accordingly, their voting powers will be curtailed.

It also emphasized that the SPA governing this planned acquisition is conditional on meeting various regulatory and commercial conditions.

Additionally, either party has the right to terminate the SPA if the deal is not completed by Dec. 31, 2025, or any other date mutually agreed upon in writing.

The parties agreed that if the transfer procedures for the sold shares are not finalized by the specified deadline, or any later agreed-upon date, the agreement will be automatically terminated with no prior notification, legal action, or arbitration.

The agreement may also be terminated by either party before the completion of the transaction under certain circumstances, including, but not limited to, a material breach by the other party of any of its key obligations, representations, or warranties stated in its provisions.

The company further noted that the completion of the acquisition is subject to several prerequisites.

These include obtaining a no-objection letter from the General Authority for Competition (GAC), securing approval from Saudi Tadawul Group Holding Co. (Tadawul Group) for listing the new shares issued under the planned capital increase, and receiving the greenlight from the Capital Market Authority (CMA) on the acquisition document and the shareholder circular.

Additionally, the deal must be approved by Naseej’s extraordinary general meeting (EGM) in accordance with the Companies Law and the Rules on the Offer of Securities and Continuing Obligations. Any other necessary or appropriate approvals related to the acquisition must also be obtained.

Etmam Arabia was founded in 2015 and primarily specializes in real estate development and contracting projects, according to the statement.

According to data available with Argaam, Naseej signed a non-binding memorandum of understanding in March 2024 with Etmam Arabia to fully acquire the latter's shares upon reaching a final agreement between the two parties. The takeover will be executed in exchange for the issuance of new shares by Naseej according to the fair evaluation of Etmam Arabia’s shares, including their rights and obligations.