‎Naseej to acquire Etmam Arabia via share swap

The acquisition will be executed through a share swap, with Naseej issuing approximately 6.3 million new shares to Etmam Arabia’s owners, as shown in the table below:

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In a statement to Tadawul today, Feb. 16, Naseej said the value of the acquired stake in the company being purchased is SAR 552 million.

For more news and details on MAs

The company also stated that the valuation of Naseej for the purpose of the acquisition deal was determined at approximately SAR 954.61 million. This valuation was based on the volume-weighted average price (VWAP) of Naseej’s shares over the six-month period preceding the signing and announcement of the SPA, from May 30, 2024, to Feb. 13, 2025.

The company clarified that following the completion of the acquisition, the ownership percentage of Naseej’s existing shareholders will decrease from 100% to approximately 63.4%, leading to a reduction in their voting power within the company.

It also emphasized that the SPA governing the acquisition is subject to various regulatory and commercial conditions that must be met.

Additionally, either party has the right to terminate the agreement if the deal is not completed by Dec. 31, 2025, or any other date mutually agreed upon in writing.

The parties agreed that if the transfer procedures for the sold shares are not finalized by the specified deadline, or any later agreed-upon date, the agreement will be automatically terminated without the need for notification, legal action, or arbitration.

The agreement may also be terminated by either party before the completion of the transaction under certain circumstances, including, but not limited to, a material breach by the other party of any of its key obligations, representations, or warranties stated in the agreement.

The company further noted that the completion of the acquisition is subject to several preconditions.

These include obtaining a no-objection letter from the General Authority for Competition (GAC), securing approval from Saudi Tadawul Group Holding Co. (Tadawul Group) for listing the new shares resulting from the capital increase, and receiving approval from the Capital Market Authority (CMA) regarding the acquisition and the shareholder circular.

Additionally, the deal must be approved by Naseej’s extraordinary general meeting (EGM) in accordance with the Companies Law and the Rules on the Offer of Securities and Continuing Obligations. Any other necessary or appropriate approvals related to the acquisition must also be obtained.

Etmam Arabia was founded in 2015 and primarily specializes in real estate development and contracting projects, according to the statement.

According to data available with Argaam, Naseej signed a non-binding memorandum of understanding (MoU), in March 2024, with Etmam Arabia to fully acquire the latter’s shares, upon reaching a final agreement between the two parties. The takeover will be exceuted in exchange for the issuance of new shares by Naseej according to the fair evaluation of Etmam Arabia’s shares, including their rights and obligations.

The acquisition will be executed through a share swap, with Naseej issuing approximately 6.3 million new shares to Etmam Arabia’s owners, as shown in the table below:

In a statement to Tadawul today, Feb. 16, Naseej said the value of the acquired stake in the company being purchased is SAR 552 million.

For more news and details on MAs

The company also stated that the valuation of Naseej for the purpose of the acquisition deal was determined at approximately SAR 954.61 million. This valuation was based on the volume-weighted average price (VWAP) of Naseej’s shares over the six-month period preceding the signing and announcement of the SPA, from May 30, 2024, to Feb. 13, 2025.

The company clarified that following the completion of the acquisition, the ownership percentage of Naseej’s existing shareholders will decrease from 100% to approximately 63.4%, leading to a reduction in their voting power within the company.

It also emphasized that the SPA governing the acquisition is subject to various regulatory and commercial conditions that must be met.

Additionally, either party has the right to terminate the agreement if the deal is not completed by Dec. 31, 2025, or any other date mutually agreed upon in writing.

The parties agreed that if the transfer procedures for the sold shares are not finalized by the specified deadline, or any later agreed-upon date, the agreement will be automatically terminated without the need for notification, legal action, or arbitration.

The agreement may also be terminated by either party before the completion of the transaction under certain circumstances, including, but not limited to, a material breach by the other party of any of its key obligations, representations, or warranties stated in the agreement.

The company further noted that the completion of the acquisition is subject to several preconditions.

These include obtaining a no-objection letter from the General Authority for Competition (GAC), securing approval from Saudi Tadawul Group Holding Co. (Tadawul Group) for listing the new shares resulting from the capital increase, and receiving approval from the Capital Market Authority (CMA) regarding the acquisition and the shareholder circular.

Additionally, the deal must be approved by Naseej’s extraordinary general meeting (EGM) in accordance with the Companies Law and the Rules on the Offer of Securities and Continuing Obligations. Any other necessary or appropriate approvals related to the acquisition must also be obtained.

Etmam Arabia was founded in 2015 and primarily specializes in real estate development and contracting projects, according to the statement.

According to data available with Argaam, Naseej signed a non-binding memorandum of understanding (MoU), in March 2024, with Etmam Arabia to fully acquire the latter’s shares, upon reaching a final agreement between the two parties. The takeover will be exceuted in exchange for the issuance of new shares by Naseej according to the fair evaluation of Etmam Arabia’s shares, including their rights and obligations.