| Element List | Explanation |
|---|---|
| Introduction | Further to the announcement made by Umm Al Qura Cement Company (the “Company” or “UACC”) on the Saudi Exchange website on 24/04/1446H (corresponding to 27/10/2024G) (the “Transaction Announcement”) regarding the entry into an implementing agreement(the “Implementation Agreement”) with City Cement Company (“CCC”), pursuant to which CCC has agreed to make an offer to UACC’s shareholders to acquire all shares of UACC in consideration for newly issued shares in CCC 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”). With reference to UACC announcement on the Saudi Exchange website on 30/06/1446H (corresponding to 31/12/2024G) regarding the recent developments related to the securities exchange transaction to acquire all shares of CCC (“Recent Developments Announcement”), the announcement provided that the General Authority for Competition had no-objection to complete the economic concentration resulting from the Transaction.
CCC has announced, in accordance with Article 17(e) of the Merger and Acquisition Regulations, 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 | Umm Al-Qura Cement Company Announces Recent Developments Relating to the Securities Exchange Transaction with City Cement Company |
| Date of Previous Announcement on Saudi Exchange’s Website | 2024-12-31 Corresponding to 1446-06-30 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The issuance of a firm intention from CCC to make an offer to acquire all shares of UACC through a securities exchange offer pursuant to Article 17(e) of the Merger and Acquisition Regulations and in accordance with the terms and conditions of the Implementation Agreement. |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | Not applicable |
| Additional Information | UACC and CCC continue to work on satisfying the conditions required to complete the Transaction, 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.
UACC’s board of directors will issue a circular addressed to its shareholders setting out its views in relation to the Transaction. CCC will also publish, after obtaining the necessary regulatory approvals, an offer document to the shareholders of UACC which will set out specific information relating to the Transaction. Both companies agreed to thereafter call their respective extraordinary general assemblies to vote on the Transaction.
UACC will make further announcements as and when material developments occur in relation to the Transaction. |
Umm Al-Qura Cement Company Announces Recent Developments Relating to the Securities Exchange Transaction with City Cement Company
