Tharwah amends payment terms for Amjad Watan acquisition

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Altharwah Albashariyyah Co. (Tharwah) agreed to amend the share settlement terms under its deal to acquire 100% of Amjad Watan for Exhibitions & Conferences Management Co., according to a statement on Tadawul today, June 19.

Under the amended terms, SAR 7 million will be paid in cash at deal closure or earlier, provided its completion at Tharwah’s discretion.

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An additional SAR 5 million will be settled in the form of 95,804 ordinary shares in Tharwah (second tranche), issued as the company sees fit.

The remaining SAR 28 million in acquisition value will be converted into Tharwah shares, pending regulatory approvals. These will be performance-based shares, earned over three years if revenue targets are met.

The seller may receive these performance-based shares and the other shares entailed under the second tranche as rewards, depending on the seller’s contributions and performance during the agreed service period. Shares may be granted through employee incentive schemes or other mechanisms.

The total number of conditional shares tied to the remaining SAR 28 million has been set at 536,501 shares.

Tharwah said it will announce any other material developments in due course.

On April 17, Tharwah signed a binding agreement to fully acquire Amjad Watan, according to Argaam’s data.

The deal entails a mix of cash payments and newly-issued shares by increasing Tharwah’s capital, pending approvals from the Capital Market Authority (CMA) and the deciding extraordinary general assembly.