IssuerAnnouncementDetailsV2Portlet
Actions
Bawan Co. Announces the signing of a binding Memorandum of Understanding with Petronash Global Limited. to acquire 100% of the outstanding shares of Petronash Holding Limited.
| Element List | Explanation |
|---|---|
| Introduction | Bawan Company (“Bawan”). announces the signing of a binding Memorandum of Understanding with Petronash Global Limited (the “Seller”) to acquire the entire outstanding shares of Petronash Holding Limited (“the Company” or “Petronash”). Petronash was established in 2000 in the UAE and is considered one of the leading global manufacturers of engineered packaged solutions for the oil and gas sector. The Company operates primarily in the Saudi market, with approximately 1,000 employees and a group of factories located in Dammam, Saudi Arabia, Dubai and Abu Dhabi, UAE, Doha, Qatar and Chennai, India, with a total manufacturing area of approximately 120,000 square meters. The Company primarily supplies its products to national oil and gas companies in the GCC countries and exports its products to other countries in the Far East, Africa and the Americas. |
| Date of signing the Memorandum of Understanding | 2024-09-06 Corresponding to 1446-03-03 |
| Memorandum Duration | The Memorandum of Understanding expires upon the signing of the sale and purchase agreement (the “SPA”) [which is expected to be signed on or before September 30, 2024] |
| Name of the Counterparty | Petronash Global Limited. |
| Name of Financial Advisor of Each Party | Buyer’s advisor: PricewaterhouseCoopers Seller’s advisor: Piper Sandler |
| Major Terms in the Memorandum | As part of the transaction, the parties have agreed on the following key terms: - The entire shares of the Company are valued at USD 175 million (equivalent to approximately SAR 656.25 million), subject to the Company achieving set financial targets over the next three years. - Bawan will pay to the Seller an initial amount of USD 80 million (equivalent to approximately SAR 300 million) in exchange for 80% of the Company’s shares (subject to the necessary conditions precedent and approvals being fulfilled under the SPA). - Bawan will also pay the Seller a maximum of USD 60 million (equivalent to approximately SAR 225 million), subject to the Company achieving set financial targets over the next three years. - Bawan will purchase the remaining 20% of the Company’s shares after issuance of the audited financial statements of the year 2027 or 2028 with an agreed valuation method and specified mechanism. - The Founder of the Company will be the Chairman of the Board of Directors of the Company for a period of 3 years from the date of closing under the SPA which will enable him to continue supporting the Company in achieving its targeted growth in the coming years. Additionally, the Company’s senior executive management team will continue to work for the Company and support its future operation and growth plans. |
| Related Parties | None |
| Actions to be Taken by the Company during the Memorandum’s Duration | Completion of the due diligence exercise and the signing of the SPA. |
| Approvals | The proposed transaction is subject to the approvals of the relevant official authorities, including the approval of the General Authority for Competition. |
| Additional Information | It is worth mentioning that the Memorandum of Understanding is binding, but the acquisition is subject to getting the required approvals and the parties signing of the SPA. This acquisition reflects the commitment of Bawan management toward its strategy with regards to the ongoing exploration of new investment opportunities in all promising industrial sectors and to continue its selective acquisition transactions which diversify its investments and maximizes the return for its esteemed shareholders. |
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.
Share
Company Performance
Key Parameters
Last Price 56.6
Net Change 1.4 (+2.54%)
Value Traded (Sar) 20,852,485.15
Volume Traded 368,063
LoginPortletPopupv2
Actions
AddtoWatchlistv2
Actions