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×Fawaz Alhokair fully acquires Innovative Union Company
On August 3, 2019, Fawaz Abdulaziz Alhokair Co. signed an agreement to fully acquire Innovative Union Co. Ltd., which is owned by Food and Entertainment Co. Ltd., and indirectly owned by FAS Saudi Holding Co.
Deal Value | Method of Finance | Type | Status |
90.600 Million USD | Internal Resources | Acquisition | Completed |
The Acquiring Party
Fawaz Abdulaziz Alhokair Co. - CENOMI RETAIL | |
Country | Saudi Arabia |
Status | Listed |
Argaam Sector | Clothing and Accessories Retailers |
*Market Cap (Million SAR) | 1,299.536 |
*Price/Share (SAR) | 11.320 |
The Acquired Party
Innovative Union Co., Ltd. - Innovative Union | |
Country | Saudi Arabia |
Status | Unlisted |
Argaam Sector | - |
*Market Cap (Million SAR) | - |
*Price/Share (SAR) | - |
- *Based on the latest data available
Consultants
Deal Advisor | Swicorp , PWC KSA , Advention Business Partners , KPMG Saudi Arabia |
Legal Advisor | Turkistani & Alabbad |
Important Dates
Announced Date | 05-08-2019 |
Expected date for Completion | 31-12-2019 |
Related Parties
Company | Role |
---|---|
Food & Leisure Trading Co. Ltd. | Owner |
Main Details
The Agreement includes a number of warranties provided by Food and Entertainment Co. Ltd. regarding the business of Innovative Union Co. Ltd. and its real estate assets, such as the accuracy and precision of the information included in the books and financial statements of Innovative Union Co. Ltd., ownership of assets, absence of encumbrance or other third party rights (except as disclosed), as well as other warranties.
The agreement is also subject to a number of precedent conditions which must be satisfied by Food and Entertainment Co. Ltd. by 31 December 2019 (the Longstop Date), including the transfer of a number of assets, employees, rights relating to a
number of F&B trademarks as well as the transfer of shares in certain companies owned by Food and Entertainment Co. Ltd.
Also under the agreement, Food and Entertainment Co. Ltd. shall pay a certain amount to Fawaz Abdulaziz Alhokair Co. in case the EBITDA of Innovative Union Co. Ltd. based on its financial statements of 2020 is less than the amount agreed in the agreement. In which scenario FAS Saudi Holding Co. shall guarantee the payment fulfillment to Fawaz Abdulaziz Al Hokair & Co.
Note
* The deal value of SAR 340 million will be settled through the exchange of some non-core receivables as per the balance sheet at end of March 2019 with the Food and Entertainment Co. Ltd. Fawaz Abdulaziz Al Hokair & Co. will not make any cash payments for the transaction.
* Innovative Union Co. Ltd. specializes in the food industry and services through international agencies.
The company currently manages 10 brands and more than 200 branches across the Kingdom, and has sustained SAR 355 million in sales and, EBITDA of SAR 54 million.
* The deal has related-parties as Fawaz Abdulaziz Al Hokair & Co. board members Abdulmajeed Abdulaziz Alhokair, Sultan Fawaz Alhokair, Omar Abdulaziz Almohamadi and Fahad Salman Alhokair are also members of the boards of FAS Saudi Holding Co. and Food and Entertainment Co. Ltd. The approval of Fawaz Abdulaziz Al Hokair & Co.’s ordinary general assembly will be obtained at a later time.