City Cement (CCC) inked an acquisition implementation agreement to acquire 100% of Umm Al-Qura Cement (UACC) via a share swap, offering UACC shareholders 1.11 new CCC shares per UACC share, and valuing UACC at SAR 1.1 bn, the companies said in two separate disclosures to Tadawul here(pdf) and here(pdf).

This is an all-share transaction: In exchange for acquiring all 55 mn of UACC’s shares, CCC will issue 61.2 mn new ordinary shares to UACC shareholders, boosting its capital 43.7% to SAR 2.0 bn. CCC will disclose further details pertaining to the capital increase in a circular to shareholders after obtaining regulatory approval for the move.

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Post-merger structure: UACC shareholders will hold a combined 30.4% of CCC after the transaction goes through, while Al Abdullatif Holding Group — a related party — will retain a 19.7% stake, maintaining its position as CCC’s only major shareholder. Al Abdullatif Holding currently owns 24.5% of CCC and 8.7% of UACC.

ADVISORS- CCC tapped Al Rajhi Capital as its financial advisor and Abdulaziz bin Hamad Al Fahad and Partners as counsel. Meanwhile, UACC appointed BSF Capital as financial advisor and SuhailPartners LLP as counsel on the transaction.

IN OTHER M&A NEWS-

WSM for Information Technology inked a non-binding 12-month MoU to acquire 100% of Wasl Technology Information Systems, according to a disclosure to Tadawul. WSM will pursue regulatory approvals and complete negotiations for the final agreement during the MoU’s one-year term. The transaction’s value will be determined through financial evaluation and due diligence. The transaction will be funded by WSM’s own resources. Value Capital Company was appointed by WSM as its financial advisor for the transaction.

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