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Saudi Arabian Mining Company (Ma’aden) announces the signing of a Share Purchase Agreement for the acquisition of the entire 20.62% shareholding of SABIC Industrial Investments Company (a wholly owned subsidiary of Saudi Basic Industries Corporation (SABIC)) in Aluminium Bahrain B.S.C. (Alba)
| Element List | Explanation |
|---|---|
| Transaction Details | Saudi Arabian Mining Company (Ma’aden) announces the signing of a share purchase agreement on 14/3/1446HH (corresponding to 17/09/2024G) (the "SPA") with SABIC Industrial Investments Company (SIIC) (a wholly owned subsidiary of Saudi Basic Industries Corporation ("SABIC") (the "Seller") (the Seller and Ma’aden are collectively referred to as the "Parties" and each as a "Party"), for the purpose of acquiring the entire shares held by the Seller in Aluminium Bahrain B.S.C. ("Alba"), in the amount of two hundred and ninety two million eight hundred and four thousand (292,804,000) ordinary shares, representing 20.62% of the entire issued share capital of Alba (the "Shares") (the "Acquisition"). As a result of the Acquisition, Ma'aden's holding in the share capital of Alba will be 20.62%. |
| Transaction Amount | Pursuant to the SPA, the consideration for the Acquisition will consist of an amount paid in cash by Ma'aden to the Seller and shall be within a range of BHD 363,076,960 (equivalent to approximately SAR 3,623,522,555) to BHD 398,213,440 (equivalent to approximately SAR 3,974,186,028), and the agreed upon amount will be determined in accordance with the mechanism specified in the SPA. Note: The exchange rate applied to transaction value is SAR 1.00 = BHD 0.1002 as quoted on the Central Bank of Bahrain website as on September 16th, 2024. |
| Transaction Conditions | The SPA includes customary fundamental warranties given by each Party and limited business and tax warranties given by the Seller. The Completion of the Acquisition will be subject to obtaining the relevant regulatory approvals and the satisfaction of certain conditions and corporate internal approvals, in accordance with the SPA. The Completion of the Acquisition will also be subject to obtaining the authorization of the ordinary general assembly of Ma'aden on the interest of a common director of Ma'aden and SABIC (the sole shareholder of the Seller), pursuant to Article 71 of the Companies Law. |
| Parties of the Transaction | 1. Saudi Arabian Mining Company (Ma'aden) 2. SABIC Industrial Investment Company (a wholly owned subsidiary of SABIC) |
| Transaction Financing Method | Ma'aden will fund the consideration fully in cash through Ma’aden’s own resources including available facilities. |
| Date of Entering Into The Transaction | 2024-09-17 Corresponding to 1446-03-14 |
| Description of Activity of The Asset Subject of The Transaction | The principal activities of Alba are to build and operate smelters for the production of aluminum, to sell aluminum within and outside the Kingdom of Bahrain and to carry on any related business to complement its operations or to enhance the value or profitability of any of its property or rights. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Attached |
| Transaction reasons | The transaction supports Ma’aden’s continued growth ambitions to grow 10x by 2040, with its Aluminium business being a core contributing factor to that strategy and the acquisition of shares in a highly experienced, well developed regional and global Aluminium players supports these ambitions. |
| Expected Impact of the Transaction on the Company and Its Operations | At completion of the Acquisition, Ma'aden will become the second largest shareholder in Alba with a 20.62% stake, and will have two board seats in the board of directors of the Company at closing. |
| Related Parties | The Acquisition does not involve related parties. |
| Additional Information | Ma’aden will announce any material developments in respect of the Acquisition as required. Ma’aden has appointed Merrill Lynch Kingdom of Saudi Arabia as the financial advisor and AS&H Clifford Chance Law Firm as the legal advisor. |
| Attached Documents |  |
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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