FIPCO to acquire Bina Holding through 98.02% capital hike

The deal completion is subject to obtaining all relevant regulatory approvals.

Bina Holding is valued at SAR 364.46 million, based on the financial advisor’s assessment, FIPCO said in a statement on Tadawul.

Under the agreement, FIPCO will acquire the entire shareholding of Bina Holding from Abdulkadir AlMuhaidib & Sons Co. (a closed joint-stock company), Ibrahim Abdullah Al Faris & Partners for Investments Co. (a single-person company), and Ahmed Al Osaimi (the selling shareholders).

The acquisition will be executed through the issuance of new shares (consideration shares) in FIPCO to the selling shareholders, with FIPCO’s capital to be increased based on the agreed share exchange ratio following receipt of the required approvals.

For transaction purposes, FIPCO was valued at SAR 371.83 million, or SAR 32.33 per share, based on the volume-weighted average price (VWAP) over a 30-trading-day period from Oct. 28 to Dec. 8, 2025.

The parties agreed that the fair value of the new consideration shares amounts to SAR 364.46 million, to ensure fairness in determining the market value of the shares. 

The share exchange ratio represents the issuance of 0.9802 new ordinary FIPCO shares for each existing FIPCO share prior to completion, for the purpose of allocating new shares among the selling shareholders.

The parties agreed to issue 161.0329 new ordinary shares to the selling shareholders for each share sold in Binaa Holding, based on Binaa Holding’s 70,000 outstanding shares as of the effective date, with the new shares representing 49.50% of FIPCO’s capital upon completion and existing shareholders retaining 50.50%.

Upon completion, existing shareholders’ ownership will decrease, reducing their voting power and influence over decisions requiring shareholder approval, and FIPCO will issue a shareholders’ circular detailing the transaction’s effects, rationale, and potential risks.

FIPCO will hold 100% ownership of the acquired company after issuing the new shares, while the selling shareholders will hold 49.5% of FIPCO post-completion, with the acquisition subject to conditions precedent related to the target company’s contracts, operations, and governmental obligations, and including representations, warranties, undertakings, and indemnities from the sellers and the target company in FIPCO’s favor in case of breach.

The agreement will be terminated if any conditions precedent are not met within 270 days from the effective date, unless extended in writing; if any law, regulation, or governmental decision makes the transaction or its obligations unlawful or impossible; if a final judicial or regulatory ruling prevents completion of the transaction or execution of the agreement; or if any party materially breaches its obligations and fails to remedy the breach within 30 days of receiving written notice.

The acquisition is considered a related-party transaction, as Ahmed Al-Barak serves as FIPCO’s non-executive Chairman and as CEO of Bina Holding, He also directly owns 70% of Bina Holding Engineering Consultancy Co., a subsidiary of Bina Holding. FIPCO will comply with all regulatory requirements for related-party transactions, and the board member in question abstained from voting on the acquisition.

Completion of the acquisition is subject to regulatory approvals, including approval from the Capital Market Authority (CMA) regarding the capital increase and publication of the shareholders’ circular, approval from the Saudi Exchange (Tadawul) to list the new shares, approval from the extraordinary general meeting (EGM) in accordance with the Companies Law and the Rules on the Offer of Securities and Continuing Obligations, approval or a no-objection letter from the General Authority for Competition (GAC), and any other approvals deemed necessary or appropriate in connection with the acquisition.