Aslak signs deal to acquire 40% of Al Raeda in exchange for shares

United Wire Factories Co. signed a share purchase agreement (SPA) on Dec. 31, to acquire a 40% ownership stake in Al Raeda Industrial Investment Co. from the following selling shareholders: Mohammed Al-Sorayai, Saleh Al-Sorayai, Abdulaziz Al-Sorayai, Nafe’ Al-Sorayai, Mohammed Al-Sorayai, Ibrahim Al-Sorayai, Hamad Al-Sorayai, Abdulaziz Al-Sorayai, and Mansour Al-Sorayai.

 

The acquisition will be completed through the issuance of new shares (consideration shares) in Aslak to the selling shareholders.

 

In a statement to Tadawul, the company said that Aslak and the selling shareholders agreed the fair value of the new shares is estimated at SAR 92.82 million.

 

Aslak’s capital will be increased based on the agreed share exchange ratio, subject to obtaining all relevant regulatory approvals.

 

The value of Aslak was calculated for the acquisition using the volume-weighted average price (VWAP) of Aslak shares over the 60 trading days ending on Nov. 30, 2025.

 

Accordingly, the share price was estimated at SAR 23.8 per share, representing a total of SAR 668.7 million, to ensure fairness in determining the market value of the shares.

 

The company stated that to allocate the new consideration shares among the selling shareholders, all parties agreed to issue approximately 1.2457 new Aslak shares for each share of Al Raeda being sold, based on a total of 3.13 million shares.

 

The newly issued shares will represent approximately 12.19% of Aslak’s capital after the completion of the acquisition and capital increase, while current Aslak shareholders will retain approximately 87.81%.

 

Following the acquisition, the ownership percentage of current Aslak shareholders will decrease, which may reduce their voting power.

 

Aslak will issue a circular to its shareholders providing detailed information on the effects, rationale, risk factors, and other material information related to the acquisition.

 

Completion of the acquisition is subject to several conditions precedent specified in the share purchase agreement, including conditions related to Al Raeda’s contracts, operations, regulatory obligations, and other agreed terms.

 

The agreement also includes representations, warranties, and indemnities from the selling shareholders in favor of Aslak in case of breaches or financial losses.

 

A related party is involved in the transaction: Abdulaziz Al-Sorayai, one of the selling shareholders, currently owns 12.5% of Al Raeda’s capital (977,750 shares), which will decrease to 5.62% (439,990 shares) after the acquisition.

 

The share purchase agreement will terminate if any conditions precedent are not satisfied within 270 days of signing, unless the parties agree in writing to extend the period.

 

Termination conditions include the failure to meet any conditions precedent within 270 days. They also include the issuance of any law, regulation, or government decision that renders the acquisition or its obligations illegal or impossible.

 

 Additionally, the issuance of any court order, restriction, or regulatory constraint that prevents completion of the acquisition or results in a freeze on the target company’s assets constitutes a termination condition.

 

 Finally, any material breach by the selling shareholders of their obligations under the agreement may lead to termination.

 

The completion of the acquisition is also subject to regulatory approvals.

 

These include approval from the Capital Market Authority (CMA) regarding the capital increase and the shareholder circular.

 

Approval from the Saudi Exchange (Tadawul) is required for listing the new shares.

 

 Additionally, approval from Aslak’s shareholders must be obtained in accordance with the Companies Law and securities regulations.

 

An approval or no-objection letter from the General Authority for Competition (GAC) is also required.

 

Finally, any other necessary or relevant approvals must be obtained.

 

According to data available with Argaam, Aslak signed a non-binding agreement with Al Raeda to acquire 40.0% of the latter’s issued shares in return for issuing new shares for the selling shareholders of Al Raeda in Aslak.

 

Al Khair Capital has been appointed as the financial advisor for the potential acquisition.