Logos ofCity Cement Co. andUmm Al Qura Cement Co. (UACC)
City Cement Co. confirmed plans to submit an offer to acquire all shares of Umm Al Qura Cement Co. (UACC), according to a Tadawul statement. 
For more news and details on MAs
This comes in accordance with the terms and conditions of the implementing agreement, and Article 17(e) of the merger and acquisition regulations.
CCC further confirms that it does not own any shares directly or indirectly in UACC, adding that there is no person acting in agreement with CCC in relation to the transaction.
CCC does not own any option to purchase UACC shares, nor does any person acting in agreement with it. Further, CCC has not received any irrevocable commitment from any party to vote in favor of the transaction at the relevant extraordinary general assembly. There are no indemnity arrangements in relation to the shares of UACC involving CCC, UACC or any person acting in concert with them.
CCC’s financial adviser Al Rajhi Capital is not required to provide confirmation that CCC has sufficient resources to satisfy the completion of the transaction, given that the consideration payable by CCC does not include cash consideration.
Whereas the resources required for the transaction is the issuance of the consideration shares and the consideration is not wholly nor partially in cash, CCC’s financial adviser confirms that CCC satisfied all conditions required for the registration and offer of the consideration shares. The company also met conditions for its admission into listing, except for approvals of the Capital Market Authority, Saudi Exchange, and shareholders.
On Dec. 30, 2024, a no-objection was obtained from the General Authority for Competition to complete the economic concentration resulting from the transaction, as stated in the recent developments announcement.
CCC and UACC 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 and recent developments announcement.
After obtaining the necessary regulatory approvals, CCC will issue a circular to its shareholders, which will contain all details related to the capital increase. CCC will also publish an offer document to UACC shareholders, which will set out specific information relating to the transaction.
UACC’s board of directors will also issue a circular to its shareholders setting out its views in relation to the transaction.
CCC and UACC agreed to call their extraordinary general assemblies to vote on the transaction.
CCC will make further announcements as and when material developments occur in relation to the transaction. On Oct. 24, 2024, UACC and City Cement signed a share-swap agreement, under which the latter will offer to acquire all UACC shares in exchange for newly-issued shares in CCC.
The deal shall be conducted in accordance with the Capital Market Authority’s (CMA) Article 26 of the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations. It shall also comply with the terms and conditions stipulated under the agreement.
The table below highlights the acquisition details:
Acquisition Details
Acquisition Method
CCC to acquire all shares of UACC
Compensation Method
Issuing new shares for UACC shareholders
Share Swap Ratio
1.11 new shares in CCC for each share of UACC
Resulting Entity
City Cement Co.
UACC Post-Acquisition
Its shares will be delisted from Tadawul, and it will become a wholly owned subsidiary of CCC
CCC Pre-Acquisition Capital
SAR 1.40 bln
Capital Increase Value
SAR 611.64 mln
CCC Post-Acquisition Capital
SAR 2.01 bln
Capital Increase Percentage
43.69%
UACC Stock Valuation
SAR 20.06
CCC Stock Valuation
SAR 18.04
Total Valuation of UACC Share Capital
SAR 1.10 bln
UACC Shareholders’ Stake in New Entity
30.40%
CCC Shareholders’ Stake in New Entity
69.60%
Logos ofCity Cement Co. andUmm Al Qura Cement Co. (UACC)
City Cement Co. confirmed plans to submit an offer to acquire all shares of Umm Al Qura Cement Co. (UACC), according to a Tadawul statement.
For more news and details on MAs
This comes in accordance with the terms and conditions of the implementing agreement, and Article 17(e) of the merger and acquisition regulations.
CCC further confirms that it does not own any shares directly or indirectly in UACC, adding that there is no person acting in agreement with CCC in relation to the transaction.
CCC does not own any option to purchase UACC shares, nor does any person acting in agreement with it. Further, CCC has not received any irrevocable commitment from any party to vote in favor of the transaction at the relevant extraordinary general assembly. There are no indemnity arrangements in relation to the shares of UACC involving CCC, UACC or any person acting in concert with them.
CCC’s financial adviser Al Rajhi Capital is not required to provide confirmation that CCC has sufficient resources to satisfy the completion of the transaction, given that the consideration payable by CCC does not include cash consideration.
Whereas the resources required for the transaction is the issuance of the consideration shares and the consideration is not wholly nor partially in cash, CCC’s financial adviser confirms that CCC satisfied all conditions required for the registration and offer of the consideration shares. The company also met conditions for its admission into listing, except for approvals of the Capital Market Authority, Saudi Exchange, and shareholders.
On Dec. 30, 2024, a no-objection was obtained from the General Authority for Competition to complete the economic concentration resulting from the transaction, as stated in the recent developments announcement.
CCC and UACC 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 and recent developments announcement.
After obtaining the necessary regulatory approvals, CCC will issue a circular to its shareholders, which will contain all details related to the capital increase. CCC will also publish an offer document to UACC shareholders, which will set out specific information relating to the transaction.
UACC’s board of directors will also issue a circular to its shareholders setting out its views in relation to the transaction.
CCC and UACC agreed to call their extraordinary general assemblies to vote on the transaction.
CCC will make further announcements as and when material developments occur in relation to the transaction. On Oct. 24, 2024, UACC and City Cement signed a share-swap agreement, under which the latter will offer to acquire all UACC shares in exchange for newly-issued shares in CCC.
The deal shall be conducted in accordance with the Capital Market Authority’s (CMA) Article 26 of the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations. It shall also comply with the terms and conditions stipulated under the agreement.
The table below highlights the acquisition details:
Acquisition Details
Acquisition Method
CCC to acquire all shares of UACC
Compensation Method
Issuing new shares for UACC shareholders
Share Swap Ratio
1.11 new shares in CCC for each share of UACC
Resulting Entity
City Cement Co.
UACC Post-Acquisition
Its shares will be delisted from Tadawul, and it will become a wholly owned subsidiary of CCC
CCC Pre-Acquisition Capital
SAR 1.40 bln
Capital Increase Value
SAR 611.64 mln
CCC Post-Acquisition Capital
SAR 2.01 bln
Capital Increase Percentage
43.69%
UACC Stock Valuation
SAR 20.06
CCC Stock Valuation
SAR 18.04
Total Valuation of UACC Share Capital
SAR 1.10 bln
UACC Shareholders’ Stake in New Entity
30.40%
CCC Shareholders’ Stake in New Entity
69.60%
