Qassim Cement Announces Firm Intention to Acquire Hail Cement in Major Securities Exchange Offer
QACCO 3040.SA | 42.80 | -2.86% |
Hail Cement Co. 3001.SA |
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According to the Tadawul announcement on January 17, 2024, Qassim Cement Co.(3040.SA) (QCC) has declared its firm intention to acquire all shares of Hail Cement Co.(3001.SA) (HCC). This follows QCC's earlier announcement on December 24, 2023, regarding the binding implementation agreement with HCC. This acquisition will be executed through a securities exchange offer, aligning with the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
QCC has confirmed several key points in this announcement:
1. QCC currently does not own any direct shares in HCC. However, it has a private investment fund, owning 2.36% of HCC’s share capital, which is considered a related party.
2. There are no additional parties acting in concert with QCC regarding this transaction.
3. QCC holds no options to purchase HCC shares, nor do any concert parties.
4. There are no irrevocable commitments from any party to vote in favor of the transaction.
5. No indemnity arrangements are in place concerning the shares of HCC.
6. Financial advisor HSBC Saudi Arabia has not been required to confirm QCC’s resource sufficiency, as the transaction does not involve cash consideration.
The transaction is still subject to regulatory and shareholders' approvals, and its completion is not yet certain. QCC and HCC are actively working towards meeting the necessary conditions for the transaction. Upon obtaining regulatory approvals, QCC will issue a circular to its shareholders detailing the capital increase, and an offer document to HCC shareholders. HCC’s board of directors will also issue a circular outlining their views on the transaction. Both companies will then call extraordinary general assemblies to vote on the transaction.
QCC will continue to provide updates on any significant developments regarding this transaction.
