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Middle East Paper Company announces the signing of a Share Purchase Agreement for the acquisition of the entire shareholding of Al-Medan Project Company for Corrugated Carton in consideration for a cash payment and issuance of new shares in Middle East Paper Company.
| Element List | Explanation |
|---|---|
| Introduction | Middle East Paper Company (MEPCO) announces the signing of a Share Purchase Agreement dated 27/09/1446H corresponding to 27/03/2025G (the “SPA”) with each of Najlaa Abdullah Alotaibi, Najud Ayed Alotaibi, Alwaleed Ayed Alotaibi, Amjad Ayed Alotaibi, Abdulmajeed Ayed Alotaibi and Mohammed Ayed Alotaibi (referred to individually as a “Seller” and collectively as the “Sellers”), pursuant to which MEPCO has agreed to acquire the Sellers’ entire shareholding in Al-Medan Project Company For Corrugated Carton (“MPCCC”) amounting to 1,000 ordinary shares, representing 100% of MPCCC’s share capital (referred to hereinafter as the “Sale Shares”), for a consideration consisting of a cash amount of ninety one million Saudi Riyals (SAR 91,000,000) to be paid by MEPCO to the Sellers (or any affiliate of the Sellers designated by the Sellers to MEPCO), and the remaining consideration being paid through the issuance of new ordinary shares in MEPCO to the Sellers which will be calculated prior to completion based on the volume-weighted average price (VWAP) of the shares of MEPCO (the “Acquisition”). |
| Date of Signing the Agreement | 2025-03-27 Corresponding to 1446-09-27 |
| Name of (the Acquired Company)/(Asset to be Purchased) | Al-Medan Project Company for Corrugated Carton. |
| Value of (The Company to be Acquired)/(The Asset to be Purchased) | The total value of the company to be acquired shall be calculated prior to completion of the Acquisition. |
| Value of the listed company | SAR 2,638,999,949 |
| Capital before Increase | SAR 866,666,650 |
| Number of Shares before Increase | 86666665 |
| Value of capital increase | The total value and percentage of the capital increase shall be calculated prior to completion of the Acquisition. |
| Capital Increase Percentage (%) | 0000000 % |
| Capital After Increase | The capital and number of shares after the increase shall be determined prior to completion of the Acquisition. |
| Number of Shares After Increase | 0000000 |
| Share Exchange Equation (Ratio) | The share exchange equation (ratio) and the Sellers’ ownership percentage in MEPCO shall be determined prior to completion of the Acquisition. |
| Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon | Upon the completion of the Acquisition, MEPCO’s ownership in the share capital of MPCCC will be 100%, and the percentage of the Sellers’ ownership in MEPCO will be determined prior to completion of the Acquisition. The ownership of the MEPCO shareholders as at the date of the completion of the Acquisition will decrease. This will not result in any change in the number of shares owned by MEPCO’s shareholders at the time of the completion of the Acquisition. The risk factors associated with the Acquisition will be detailed in the shareholders circular that will be published by MEPCO after obtaining the necessary regulatory approvals. |
| Listed Company's Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%) | 100 % |
| Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%) | 0000000 % |
| Additional Information or Substantial Conditions | Completion of the Acquisition will be subject to the satisfaction of certain regulatory and corporate conditions, including but not limited to the approval of the Capital Market Authority, the Saudi Exchange, and including other regulatory approvals (as applicable), and the extraordinary general assembly of MEPCO. The SPA includes customary fundamental warranties given by each party and business and tax warranties given by the Sellers. MEPCO shall be the sole shareholder of MPCCC after the completion of the Acquisition. Pursuant to the SPA, the Sellers will be subjected to a lock-up period of twelve (12) months commencing from the date of the completion of the Acquisition. All relevant details with respect to the lock-up period and provisions of the SPA will be disclosed in MEPCO’s shareholders circular upon its publication. MEPCO will announce any material developments in respect of the Acquisition (as need be). MEPCO has appointed SNB Capital as the financial advisor and Baker McKenzie Law Firm as the legal advisor in relation to the Acquisition. |
| Related Parties | Not applicable. |
| The expiry date of the agreement | If the conditions precedent to the completion of the Acquisition have not been satisfied within nine (9) months from the date of signing the SPA, the Purchaser is entitled to terminate the SPA by written notice to the Sellers. |
| Agreement Termination Terms | If the conditions precedent to the completion of the Acquisition have not been satisfied within nine (9) months from the date of signing the SPA, MEPCO is entitled to terminate the SPA by written notice to the Sellers. At completion of the Acquisition, the Sellers shall: 1- if not already provided to the satisfaction of MEPCO, produce evidence to the satisfaction of MEPCO of the satisfaction of the conditions precedent; and 2- comply with their completion obligations. If the Sellers do not comply with the above, in all respects on the completion date, MEPCO shall not be obliged to complete the sale and purchase of the Sale Shares, pay the cash consideration, or allot the new shares to the Sellers and may in its sole and absolute discretion by written notice to the Sellers: 1- defer completion of the Acquisition to another date that it may specify in that notice; 2- waive all or any of the requirements contained or referred to above at MEPCO's sole and absolute discretion (and without prejudice to its rights under the SPA) and proceed to completion of the Acquisition so far as practicable; or 3- terminate the SPA without liability on MEPCO’s part. |
| Approvals | The completion of the Acquisition is subject to a number of conditions precedent, including but not limited to: 1- Obtaining the approval of the Capital Market Authority in respect of the shareholders circular and the capital increase. 2- Obtaining the approval of the Saudi Stock Exchange (Tadawul) for the listing of the new shares resulting from the capital increase. 3- Receiving of the General Authority for Competition’s non-objection with respect to the Acquisition either unconditionally or subject to those conditions, obligations, undertakings or modifications as are acceptable to the parties. 4- Obtaining the approval of the extraordinary general assembly of MEPCO. 5- Obtaining the approval of the Ministry of Commerce and/or the Saudi Business Center of MPCCC's amended articles of association. 6- no governmental entity having enacted, issued, promulgated, or enforced or entered any law or order having the effect that completion of the Acquisition cannot legally occur under applicable law. |
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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