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CATRION Catering Holding Company ("CATRION") announces the signing of a Sale and Purchase Agreement (SPA) to acquire a 55% equity stake in Al Khalejiah Catering Company ("Al Khalejiah")
| Element List | Explanation |
|---|---|
| Introduction | CATRION Catering Holding Company (CATRION) announces the signing of a Sale and Purchase Agreement (SPA) to acquire a 55% equity stake in Al Khalejiah Catering Company (AKCC) together with a call option to acquire an additional 15% of the share capital of AKCC within a period of three (3) years from the closing date of the transaction. The total purchase price for the transaction is up to SAR 440,863,580, comprising an initial cash payment of SAR 315,209,300, and performance-based earn-out payments of up to SAR 125,654,280 conditional on the achievement of specific financial targets during financial years ending 2025, 2026 and 2027. |
| Transaction Details | Signing of a Sale and Purchase Agreement (SPA) to acquire a 55% equity stake in Al Khalejiah Catering Company (AKCC) together with a call option to acquire an additional 15% of the share capital of AKCC within a period of three (3) years from the closing date of the transaction. The total purchase price for the transaction is up to SAR 440,863,580, comprising an initial cash payment of SAR 315,209,300, and performance-based earn-out payments of up to SAR 125,654,280 conditional on the achievement of specific financial targets during financial years ending 2025, 2026 and 2027. |
| Transaction Amount | The transaction is valued at up to SAR 440,863,580 (Purchase Price) |
| Transaction Conditions | - Initial cash payment of the Purchase Price, being SAR 315,209,300 - Performance based earn-out of the Purchase Price, being an amount up to SAR 125,654,280 (subject to achieving financial targets in 2025, 2026 and 2027) as structured in the SPA - The transaction is subject to customary closing conditions and regulatory approvals including regulatory clearance from the General Authority for Competition. |
| Parties of the Transaction | Buyer: Catrion Catering Holding Company (CATRION) Sellers: The Several Persons listed in the SPA as current shareholders of AKCC. |
| Transaction Financing Method | The acquisition will be financed through CATRION’s internal funding sources and Shariah-compliant banking facilities. |
| Date of Entering Into The Transaction | 2025-12-31 Corresponding to 1447-07-11 |
| Description of Activity of The Asset Subject of The Transaction | AKCC is a hospitality and catering services provider that operates lounges within the airport and railway hospitality sectors across the Kingdom of Saudi Arabia. In addition, AKCC specializes in providing bakery services, providing food and beverage services for events, and delivering concierge services. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Revenues (’000s): 2022: SAR 60,855 2023: SAR 159,687 2024: SAR 216,369 |
| Transaction reasons | The Transaction supports CATRION’s strategic objectives to expand its footprint in the aviation and catering sector and aligns with CATRION’s long-term plan to diversify its revenue streams and enhance operational efficiencies through the integration of complementary activities. |
| Expected Impact of the Transaction on the Company and Its Operations | CATRION will consolidate AKCC after completion, with a positive financial impact on CATRION’s financial statements expected by the end of the second quarter of 2026. |
| Related Parties | None |
| Additional Information | SNB Capital acted as the financial advisor to CATRION, with Baker Mckenzie Law Firm serving as CATRION’s legal advisor. Any material developments regarding the agreement or acquisition will be announced in due course. |
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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