BinDawood Holding Company announces the signing of Share Purchase Agreement for the acquisition of 100% of the shares in Jumairah Trading Company in the value of SAR 186.5 Million
| Element List | Explanation |
|---|---|
| Introduction | BinDawood Holding Company (“the Company”) announces its Board of Directors’ approval (Independent and Non-Executives excluding the related parties) for the acquisition of 100% of the shares in Jumairah Trading Company (“Jumairah”) “Potential Transaction”.
This transaction will be subject to the shareholders’ approval in the General Assembly and other regulatory approvals including that of General Authority for Competition (“GAC”). |
| Transaction Details | The Company will acquire 100% of the shares in Jumairah. |
| Transaction Value | The agreed consideration for the acquired shares is SAR 186.5 million, which will be subject to the adjustment of the net debt and working capital based on the terms of the Share Purchase Agreement (“SPA”), which will be paid to the Seller in cash, in accordance with the agreement. |
| Transaction Terms | The potential transaction is subject to approval by the Company’s shareholders in the General Assembly and other regulatory approvals including GAC. |
| Parties of the Transaction | BinDawood Holding Company “The Buyer”.
Mr. AbdulKhaliq Dawood BinDawood “The Seller”. |
| Transaction Funding Method | The transaction will be funded by the Company’s internal fund resources. |
| Transaction Execution Date | 2024-05-23 Corresponding to 1445-11-15 |
| Description of the Business of the Asset forming the Subject Matter of the Transaction | Jumairah, operates as a Limited Liability Company engaged in wholesale, retail and distribution. Jumairah conducts its business through four divisions, include luggage, food, toys and households. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | In respect of Jumairah financial results:
Revenue (SAR) 2021: 81,046,158 2022: 110,999,402 2023: 142,877,766
Net Income (SAR) 2021: 13,928,579 2022: 13,290,305 2023: 22,211,795 |
| Transaction reasons | Acquisition is in line with the Company Strategic vision to expand its operations in distribution, to reduce supply chain risks and to improve profitability margins by controlling powers and vertical integration. |
| Expected Impact of the Transaction on the Company and Its Operations | The Transaction is expected to be highly value accretive financially in the quarter in which the transaction is completed, which is expected during the second half of the year 2024. |
| Related Parties | Jumairah is considered as a related party on the basis that the Board Members; Abdulkhaliq BinDawood have direct interest, and Abdulrazzag BinDawood, Khalid BinDawood and Tariq BinDawood have an indirect interest. |
| Additional Information | The Transaction is subject to the shareholders’ approval and signing the required agreements and completion of related regulatory approvals. The Company will announce the completion of the Transaction or any other material development(s) in due course. The board members (excluding those having interest) are supervising the Transaction. |
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