Filling & Packing Materials MFG. Co. (FIPCO) Announces Signing a definitive Share Purchase Agreement (SPA) in connection with the acquisition of the entire shareholding in Bina Industrial Investment Holding Company (“BINA” or the “Target Company”) by way of Capital Increase through Issuing New Shares (Consideration shares) for the Selling Shareholders of BINA in FIPCO (the “Transaction”)
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement of Filling & Packing Materials MFG. Co. (“FIPCO”) published on the Saudi Stock Exchange (Tadawul) website on 02/12/1446H (corresponding to 29/05/2025G) regarding the execution of a non-binding memorandum of understanding with Bina Industrial Investment Holding Company (“Bina” or the “Target Company”), pursuant to which the parties agreed to commence discussions in relation to FIPCO’s acquisition of all the shares held by the shareholders of Bina, and further with reference to the supplementary announcement published on the Saudi Stock Exchange (Tadawul) website on 08/12/1446H (corresponding to 04/06/2025G) concerning the appointment of Alkhair Capital Saudi Arabia as financial advisor (the “Financial Advisor”) in respect of the potential acquisition transaction with Bina Industrial Investment Holding Company, Filling & Packing Materials MFG. Co. (FIPCO) is pleased to announce to its esteemed shareholders that it has entered into a binding acquisition agreement dated 03/07/1447H (corresponding to 23/12/2025G) with each of Abdulkadir AlMuhaidib & Sons Company – a closed joint stock company, Ibrahim Abdullah Al Faris & Partners for Investments Company – a single-person company, and Mr. Ahmed Mohammed Ahmed Al Osaimi (collectively referred to as the “Shareholders of Bina Industrial Investment Holding Company” or the “Selling Shareholders”), for the purpose of acquiring all of their shares in the capital of Bina Industrial Investment Holding Company, in consideration for the issuance of new shares (consideration shares) in Filling & Packing Materials MFG. Co. (FIPCO) in favor of the Selling Shareholders, whereby FIPCO’s share capital shall be increased based on a share exchange ratio, subject to obtaining all relevant regulatory approvals. |
| Date of Signing the Agreement | 2025-12-23 Corresponding to 1447-07-03 |
| Name of (the Acquired Company)/(Asset to be Purchased) | Bina Industrial Investment Holding Company |
| Value of (The Company to be Acquired)/(The Asset to be Purchased) | SAR 364,463,361 (three hundred sixty-four million four hundred sixty-three thousand three hundred sixty-one Saudi Riyals), calculated based on the valuation prepared by the Financial Advisor. |
| Value of the listed company | The value of the listed company (FIPCO) for the purposes of the transaction was calculated based on the volume-weighted average price (VWAP) of FIPCO’s shares over a period of thirty (30) trading days, from 28/10/2025G to 08/12/2025G. Accordingly, the share price of FIPCO was valued at SAR 32.3326 per share (thirty-two Saudi Riyals and thirty-three halalas), equivalent to SAR 371,825,506 (three hundred seventy-one million eight hundred twenty-five thousand five hundred six Saudi Riyals), for the purpose of ensuring fairness in determining the market value of the shares. It was agreed between FIPCO and the selling shareholders that the fair value of the new shares (consideration shares) is estimated at SAR 364,463,361 (three hundred sixty-four million four hundred sixty-three thousand three hundred sixty-one Saudi Riyals). |
| Capital before Increase | SAR 115,000,000 (One Hundred Fifteen Million Saudi Riyals). |
| Number of Shares before Increase | 11500000 |
| Value of capital increase | SAR 112,723,000 (One Hundred Twelve Million Seven Hundred Twenty-Three Thousand Saudi Riyals). |
| Capital Increase Percentage (%) | 98.02 % |
| Capital After Increase | SAR 227,723,000 (Two Hundred Twenty-Seven Million Seven Hundred Twenty-Three Thousand Saudi Riyals). |
| Number of Shares After Increase | 22772300 |
| Share Exchange Equation (Ratio) | The share exchange ratio represents the issuance of 0.9802 new ordinary shares of FIPCO in exchange for each one (1) existing share of FIPCO prior to Completion. For the purposes of allocating the number of new shares to be issued by FIPCO among the sellers, the parties have accordingly agreed that the new shares shall be allocated on the basis of issuing 161.0329 new ordinary shares in favor of the Selling Shareholders for each one (1) share of the Sale Shares in Bina Industrial Investment Holding Company, based on Bina’s issued share capital as at the Effective Date (amounting to 70,000 shares). The new shares issued to the selling shareholders represent 49.50% of FIPCO’s capital upon completion of the acquisition and capital increase transaction, while FIPCO’s existing shareholders retain 50.50% of the capital after completion. |
| Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon | Following completion of the acquisition, the ownership percentage of FIPCO’s existing shareholders will decrease, which will result in a reduction in their voting power in the Company, as well as a decrease in their ability to influence decisions that require shareholders’ approval. FIPCO will publish a shareholders’ circular in relation to the material transaction, which will include detailed information regarding the impacts, rationale, risk factors, and other relevant information relating to the transaction. |
| Listed Company’s Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%) | 100 % |
| Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%) | 49.5 % |
| Additional Information or Substantial Conditions | Completion of the material transaction is subject to several conditions precedent set out in the acquisition agreement, including conditions relating to the contracts of the Target Company, its business activities, contractual and governmental obligations, as well as other conditions agreed between the parties. The acquisition agreement also includes representations, undertakings, warranties, and indemnities provided by the sellers and the Target Company in favor of FIPCO in the event of any breach. |
| Related Parties | The transaction involves a related party. Eng. Ahmed Abdullatif Albarrak serves as a Chairman of the Board of Directors of FIPCO (non-executive) and, at the same time, holds the position of Chief Executive Officer of Bina Industrial Investment Holding Company. He also has a direct ownership interest of 70% in Bina Saudi Engineering Consulting Company, which is one of the subsidiaries of Bina Holding Company (indirectly). Fipco will take all the necessary regulatory actions related to the transactions with the relevant parties, in accordance with the applicable regulations and rules, noting that the aforementioned board member abstained from voting on the acquisition decision. |
| The expiry date of the agreement | The agreement shall terminate if any of the conditions precedent relating to the material transaction are not satisfied within a period of no more than two hundred seventy (270) days from the Effective Date, unless the parties agree in writing to extend such period. |
| Agreement Termination Terms | 1. If any of the conditions precedent relating to the material transaction are not satisfied within a period of no more than two hundred seventy (270) days from the Effective Date, unless the parties agree in writing to extend such period. 2. If any law, regulation, or decision is issued by a competent governmental authority that renders the transaction or any of its obligations unlawful or impossible to perform. 3. If a final judicial or regulatory judgment or order is issued by a competent authority preventing the parties from completing the transaction or from performing any of the provisions of this agreement. 4. If any party commits a material breach of any of its material obligations under this agreement and fails to remedy such breach within thirty (30) days from the date of receipt of a written notice from the affected party requesting such remedy. |
| Approvals | Completion of the acquisition transaction is subject to obtaining several regulatory approvals, including: 1. Obtaining the approval of the Capital Market Authority (CMA) in relation to the capital increase through the acquisition transaction and the publication of the shareholders’ circular. 2. Obtaining the approval of the Saudi Exchange (Tadawul) for the listing of the new shares resulting from the capital increase. 3. Obtaining the approval of the Company’s Extraordinary General Assembly, in accordance with the Companies Law and the Rules on the Offer of Securities and Continuing Obligations. 4. Obtaining approval or a no-objection letter in respect of the acquisition transaction from the General Authority for Competition. 5. Obtaining any other approvals that are necessary or appropriate in connection with the acquisition transaction. |