Maaden to subscribe to new shares in Bahrain’s Alba

Maaden will provide an in-kind contribution of the entire issued share capital of each of Maaden Aluminium Co. (MAC) and Maaden Bauxite and Alumina Co. (MBAC). This is in addition to the contractual rights with respect to the marketing and sale of products produced by MAC.

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The agreement is aimed at the potential merger of Maaden’s aluminum business with Alba. The new entity will be the nucleus for a global aluminum company, through shared expertise, performance, as well as financial and production capabilities to compete globally.

The agreement will be effective from the date it is executed between the parties and will be valid until Dec. 31, 2024, unless otherwise agreed by the parties in writing.

The financial impact will be determined at a later stage after the completion of the due diligence, Maaden stated, noting that the proposed transaction does not involve any related parties.

According to the statement, the parties agree that the consideration payable by Maaden for the new shares will be the in-kind contribution by Maaden for the target interests. The parties will agree on the number of the new shares and Maaden's ownership percentage in the company at a later stage.

The parties also agreed to exert efforts as part of the proposed transaction for the cross-listing of the company's shares on the Saudi Exchange, subject to the terms to be agreed upon at a later stage.

The proposed transaction is subject to satisfactory completion of financial, tax, legal, technical, and commercial due diligence and the execution of one or more share purchase and/or subscription agreements, and any other related and ancillary agreements to give effect to the key terms and such other terms related to the proposed transaction.

This announcement does not mean that the proposed transaction will be agreed upon by the parties, said Maaden, adding that the proposed transaction is subject to the completion of due diligence and obtaining the necessary regulatory and corporate approvals.

The signing of the agreement is part of Maaden's continuous growth and sustainability strategy. This strategy aims to expand and geographically spread within the Kingdom and the Middle East, contributing to improving the efficiency of Maaden's operations and enhancing the quality of its business.

Maaden also said it will announce any material developments in relation to the proposed transaction in due course in accordance with the applicable laws and regulations.

Maaden appointed Merrill Lynch Saudi Arabia as a financial advisor and AS&H Clifford Chance law firm as a legal advisor in relation to the proposed transaction.

Meanwhile, Alba appointed Moelis & Company UK LLP (DIFC Branch) as a financial advisor in respect of the proposed transaction.

Bahrain-listed Alba is 69.4%-owned by Bahrain Mumtalakat Holding Co. (Mumtalakat) and 20.6% by SABIC Industrial Investments Co., data available to Argaam showed.