Hail Cement Co. Announces an update regarding Share Exchange Transaction for QCC Company to Acquire all of Hail Cement Company’s Shares
| Element List | Explanation |
|---|---|
| Introduction | Further to the announcement made by Hail Cement Co. (“HCC”) on 11/05/1445H (corresponding to 24/12/2024G) in respect of its entry into a binding implementation agreement with Qassim Cement Company (“QCC”) pursuant to which HCC and QCC have agreed to take the necessary steps to implement the transaction acquisition by way of increasing QCC’s share capital to acquire, through a securities exchange offer, the entire issued shares of HCC in accordance with Article (26) of the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations issued by the board of the Capital Market Authority (“CMA”) (the “Transaction”) and with reference to HCC’s announcement on the Saudi Exchange website on 05/08/1445H (corresponding to 15/02/2024G) in relation to obtaining the non-objection of the General Authority for Competition on 04/08/1445H (corresponding to 14/02/2024G) on the completion of the economic concentration resulting from the Transaction, and whereas the CMA has issued its approval on 07/11/1445H (corresponding to 15/05/2024G) in respect of: (i) QCC’s capital increase application regarding the Transaction; and (ii) the publication of the Offer Document in respect of the Transaction, HCC announces the publication of the HCC Board of Director’s Circular (the “Circular”) relating to the Transaction which has been prepared in accordance the requirements of Article (39) of the Merger and Acquisition Regulations which includes HCC Board of Director’s opinion with respect to the offer addressed to the shareholders of HCC in respect of the Transaction in addition to the independent advice provided to the HCC Board of Directors by SNB Capital Company which has been appointed as the financial advisor in connection to the Transaction. |
| Previous Announcement | Hail Cement Co. announces an update regarding Share Exchange Transaction for QCC Company to Acquire all of Hail Cement Company’s Shares |
| Date of Previous Announcement on Saudi Exchange’s Website | 2024-02-15 Corresponding to 1445-08-05 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The CMA’s approval on 07/11/1445H (corresponding to 15/05/2024G) in respect of: (i) QCC’s capital increase application regarding the Transaction; and (ii) the publication of the Offer Document in respect of the Transaction.
Following which, HCC issued the Board Circular relating to the Transaction which has been prepared in accordance the requirements of Article (39) of the Merger and Acquisition Regulations which includes the HCC Board of Director’s opinion with respect to the offer addressed to the shareholders of HCC in respect of the Transaction in addition to the independent advice provided to the HCC Board of Directors by SNB Capital Company which has been appointed as the financial advisor in connection to the Transaction.
QCC has published the following documents earlier today:
1. the Offer Document directed to HCC’s shareholders (the “Offer Document”) in respect of the Transaction which includes the details related to the offer by QCC to HCC’s shareholders in accordance with Article (38) of the Merger and Acquisition Regulations.
2. QCC’s shareholder circular addressed to its shareholders, in relation to increasing QCC’s share capital for the purpose of the Transaction, which has been prepared in accordance with Article (75) of the Rules on the Offer of Securities and Continuing Obligations.
3. The Transaction Timetable, which sets out the proposed dates for the main events of the Transaction implementation pursuant to Article 17(c) of the Merger and Acquisition Regulations. |
| 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 | The Board of Directors of HCC notes that each HCC shareholder must carefully read and consider all information contained in the Circular and Offer Document prior to making their decision on how to vote on the Transaction. If in doubt as to the vote that such shareholder should make at HCC’s extraordinary general assembly meeting, the Board of Directors of HCC recommends that such shareholder consult an independent financial advisor licensed by the CMA in relation to the Transaction and relies on its own examination of the Transaction with regard to such HCC shareholder's individual objectives, financial situation and needs.
The Circular is attached to this announcement. Copies of the Circular can be obtained from HCC’s website at (https://hailcement.com) or the website of the Saudi Exchange Company at (www.saudiexchange.sa). Copies of the Offer Document can be obtained from QCC’s website at (https://www.qcc.com.sa/), the CMA’s website at (www.cma.com.sa) or the website of the Saudi Exchange Company at (www.saudiexchange.sa).
HCC will announce any further material developments on the Transaction in due time. |
| Attached Documents |
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