Tharwah inks binding agreement to acquire 100% of Amjad Watan

Logo of Altharwah Albashariyyah Co. (Tharwah) 

Altharwah Albashariyyah Co. (Tharwah) signed on April 17 a binding and conditional agreement to acquire 100% of Amjad Watan Co.

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The deal completion is subject to obtaining the necessary approvals from the Capital Market Authority (CMA), the company’s shareholders during the extraordinary general meeting, and the related parties.

Tharwah will pay SAR 7 million to the owner of Amjad Watan upon completion of the acquisition. Additionally, it will issue 95,804 new shares, valued at SAR 5 million, which will be held by the owner of Amjad Watan upon completion.

Tharwah will also issue 536,501 new conditional shares valued at SAR 28 million, which will be transferred to the owner of Amjad Watan only upon achieving the agreed-upon financial performance indicators stated in the acquisition agreement.

These indicators relate to annual sales generated by the continuing partner through the acquired assets over the three financial years following the agreement signing date.

Tharwah and Amjad Watan agreed that the acquisition value will be SAR 40 million, taking into account the fair value report of Amjad Watan’s equity, as issued by the licensed valuer.

For the deal purposes, Tharwah was valued at SAR 245.6 million, or SAR 52.19 per share, based on the volume-weighted average price (VWAP) over a 120-trading-day period from Oct. 17, 2024 to April 15, 2025.

The new consideration shares total 632,305 and are valued at SAR 33 million.

Upon the deal's completion, the ownership of the current shareholders in Tharwah will decrease to 88.15%, impacting their voting rights.

More details on potential risks will be published by Tharwah in a shareholders’ circular once the deal is approved by the Saudi market regulator.

Meanwhile, the ownership of shareholders with new shares will stand at 11.85%.

The agreement will terminate in case the terms and conditions are not fulfilled within six months from the agreement date.