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Qassim Cement Company announces its firm intention to make an offer to acquire all shares of Hail Cement Company through a securities exchange offer
| Element List | Explanation |
|---|---|
| Introduction | 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). |
| Previous Announcement | Qassim Cement Company announces its entry into a binding implementation agreement with Hail Cement Company to acquire all of HCC’s shares through a securities exchange transaction. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2023-12-24 Corresponding to 1445-06-11 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | Qassim Cement Company announces its firm intention to make an offer to the shareholders of HCC, in accordance with the conditions and provisions of the Implementation Agreement, in accordance with Article 17(e) of the Merger and Acquisition Regulations. |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | Not Applicable |
| Additional Information | QCC and HCC continue to work on satisfying the conditions required to complete the Transactions, including obtaining the relevant regulatory approvals. Completion of the Transaction is not yet certain and remains subject to all conditions referred to in the Transaction Announcement. After obtaining the necessary regulatory approvals, QCC will issue a circular addressed to its shareholders, which will contain all details related to the capital increase. QCC will also publish an offer document to the shareholders of HCC which will set out specific information relating to the Transaction. HCC’s board of directors will also issue a circular addressed to its shareholders setting out its views in relation to the Transaction. QCC and HCC agreed to thereafter call their respective extraordinary general assemblies to vote on the Transaction. QCC will make further announcements as and when material developments occur in relation to the Transaction. |
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.
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