Logos of National Petrochemical Co. and Saudi Industrial Investment Group
National Petrochemical Co. announced the publication of the board of directors’ circular relating to the acquisition deal with Saudi Industrial Investment Group (SIIG), which includes Petrochem board's opinion for the offer addressed to its shareholders in respect of the transaction and SIIG’s plans for Petrochem, according to a bourse filing.
The circular also includes the independent advice provided to the Petrochem board by GIB Capital, their financial advisor for the transaction.
The circular was issued after the CMA board approved on March 16 the request received from SIIG to increase its capital from SAR 4.5 billion to SAR 7.548 billion by issuing 304.8 million ordinary shares to acquire the remaining stake in Petrochem through a share swap.
Petrochem board members, who do not have any interest in the deal, deem the acquisition fair and reasonable, noting that it comes in favor of the company and its shareholders.
The circular added that SIIG, in its offer document, indicated that the deal shall not result involuntary staff redundancies of Petrochem’s employees.
Since SIIG has a plan to hire Petrochem’s employees after the Completion of the Transaction, Petrochem’s Board of Directors is reassured about SIIG’s plans towards Petrochem’s employees and believes that these plans achieve their interest.
The following table summarizes the results of the agreed valuation:
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Valuation of SIIG, Petrochem Acquisition Deal |
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Agreed Exchange Ratio |
1.27 shares in SIIG for each share in Petrochem. |
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Total number of Consideration Shares |
304.8 mln fully paid-up shares. |
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Total nominal value of Consideration Shares |
SAR 3.048 bln, based on a nominal value of SAR 10 per share |
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Total Market Value of Consideration Shares |
SAR 12.527 bln (at the end of the last trading day prior to
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Key Dates and Milestones |
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Calling for an extraordinary general assembly meeting for both companies to vote on the deal |
March 17, 2022 |
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Date of convening EGM of both companies - first meeting |
April 10, 2022 |
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Effective date |
April 10, 2022 (if approval is obtained in the first or second meeting of the Petrochem EGM and the SIIG EGM). |
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Suspension of Petrochem shares |
April 11, 2022 |
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Delisting Petrochem shares from Tadawul |
Within a period of not less than the third trading
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Listing of consideration shares and deposit of the same in the accounts of Petrochem’s selling shareholders |
Within a period of not less than the third trading
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