Hail Cement Company announces the issuance of a firm intention to make an offer to acquire all shares of Hail Cement Company through a securities exchange offer from Qassim Cement Company
| Element List | Explanation |
|---|---|
| Introduction | Further to the announcement made by Hail Cement Company (the “Company” or “HCC”) 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 Qassim Cement Company (“QCC”), 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 has announced its firm intention to make an offer in accordance with the terms and conditions of the Implementation Agreement.
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 | Announcement of Hail Cement Company 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 | Hail Cement Company announces the issuance of a firm intention to make an offer to acquire all shares of Hail Cement Company through a securities exchange offer from Qassim Cement Company pursuant to Article 17(e) of the Merger and Acquisition Regulations and the provisions of the Implementation Agreement. |
| Reasons For The Delay on The Date of The Event Previously Announced | Not applicable |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | Not applicable |
| Delay consequences on the Company’s financial results | Not applicable |
| Additional Information | HCC and QCC 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.
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.
HCC will make further announcements as and when material developments occur in relation to the Transaction. |
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