Aslak signs deal to acquire 40% of Al Raeda in share-based deal

The sellers include Mohammed Al-Sorayai, Saleh Al-Sorayai, Abdulaziz Al-Sorayai, Nafe’ Al-Sorayai, Ibrahim Al-Sorayai, Hamad Al-Sorayai, and Mansour Al-Sorayai.

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

In a statement to Tadawul, the company said Aslak and the sellers agreed that the fair value of the newly issued 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 required regulatory approvals.

The value of Aslak for the purpose of the acquisition was calculated using the volume-weighted average price (VWAP) of its shares over the 60 trading days ending 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.

To allocate the consideration shares, the parties agreed to issue about 1.2457 new Aslak shares for each Al Raeda share sold, based on a total of 3.13 million Al Raeda shares.

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

Aslak noted that the ownership dilution resulting from the transaction may reduce the voting power of existing shareholders.

The company said it will issue a shareholder circular detailing the transaction’s rationale, effects, risks, and other material information.

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

The agreement 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, as Abdulaziz Al-Sorayai, one of the selling shareholders, currently owns 12.5% of Al Raeda’s capital, equivalent to 977,750 shares. His stake will fall to 5.62%, or 439,990 shares, after completion of the acquisition.

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

Termination events also include the issuance of any law, regulation, or government decision that renders the transaction illegal or impossible, as well as any court order, regulatory restriction, or asset freeze preventing completion.

In addition, any material breach by the selling shareholders may trigger termination.

The acquisition remains subject to regulatory approvals, including approval from the Capital Market Authority for the capital increase and shareholder circular, approval from the Saudi Exchange (Tadawul) to list the new shares, and approval from Aslak’s shareholders in accordance with the Companies Law and securities regulations.

A no-objection or approval from the General Authority for Competition is also required, along with any other necessary regulatory approvals.

According to Argaam data, Aslak had previously signed a non-binding agreement to acquire 40% of Al Raeda in exchange for issuing new shares. Al Khair Capital has been appointed as financial adviser to the transaction.