Logos of City Cement Co. (CCC) and Umm Al-Qura Cement Co. (UACC)
Umm Al-Qura Cement Co. (UACC) confirmed that City Cement Co. (CCC) has issued a firm intention to submit an offer to acquire full ownership in the former through a share-swap deal, in accordance with the Merger & Acquisition Regulations and the terms & conditions (T&Cs) entailed under the implementation agreement.
In a statement to Tadawul today, Feb. 25, UACC said it is working with CCC to meet the required conditions for the proposed acquisition, including regulatory approvals. However, the transaction remains uncertain and is subject to the conditions outlined in the deal announcement.
For more news and details on M&As
UACC’s board of directors has yet to issue a shareholders’ circular with its opinion on the proposed deal. Meanwhile, CCC, after securing the necessary approvals, should publish its offer document that will cover key transaction details.
Both cement producers should convene their extraordinary general meetings (EGMs) to vote on the planned buyout. UACC confirmed that any material developments will be disclosed in due course.
On Oct. 24, 2024, UACC and CCC announced signing a share-swap agreement, under which the latter will offer to acquire all UACC shares in exchange for newly-issued shares in CCC, according to Argaam’s data.
The deal aligns with Article 26 of the Merger & Acquisition Regulations, the CMA’s Rules on the Offer of Securities, and the T&Cs of the implementation agreement.
The acquisition details are as follows:
|
Key Acquisition Terms |
|
|
Method |
City Cement acquires all Umm Al-Qura Cement share capital |
|
Compensation |
New City Cement shares issued to Umm Al-Qura shareholders |
|
Swap Ratio |
1.11 City Cement shares per 1 Umm Al-Qura share |
|
Resulting Entity |
City Cement Co. |
|
UACC Post-Acquisition |
Delisted, to be fully owned by City Cement |
|
CCC’s Pre-Acquisition Capital |
SAR 1.4 bln |
|
Capital Hike Value |
SAR 611.64 mln |
|
Number of Newly-Issued Shares |
61.16 mln |
|
CCC’s Post-Acquisition Capital |
SAR 2.01 bln |
|
Percentage Increase |
43.69% |
|
UACC Stock Price Under Swap Deal |
SAR 20.06 |
|
CCC Stock Price for Acquisition Purpose |
SAR 18.04 |
|
UACC Shares Value for Acquisition Purpose |
SAR 1.10 bln |
|
UACC Shareholders’ Post-Acquisition Ownership |
30.40% |
|
CCC Shareholders’ Post-Acquisition Ownership |
69.60% |
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