Retal pushes for 100% buyout of Ajdan: Tadawul-listed Retal Urban Development is moving to take full control of Ajdan Real Estate Development in a cashless all-share acquisition that values the target at SAR 1.86 bn.

The transaction is a two-step maneuver: Retal first signed a share swap agreement to acquire a 47.5% stake — valued at SAR 881.7 mn — from its own majority owner, Al Fozan Holding. Within an hour, it followed up with identical offers to Ajdan’s remaining shareholders: Al Muhaidib & Sons (47.5%) and Sumou (5%).

The fine print

A capital hike: If all parties accept the offers, Retal will execute a capital hike to fund the buyout at a swap ratio of 3.8596 Retal shares for every Ajdan share. Retal’s capital is set to grow 11% to SAR 555 mn — from SAR 500 mn — to cover the Al Fozan portion.

This is a textbook related-party transaction. Retal was incubated by Al Fozan, and the two companies share a chairman, Abdullah Al Fozan. If the transaction goes through, Al Fozan Holding’s grip on the listed developer will tighten as its stake climbs to 57.6% from approximately 53%. Current Retal shareholders excluding Al Fozan will see their ownership diluted to 42.4% from 47.0%, even as the total number of shares they own remains unchanged.

ًWhy it matters

Retal expects its tie-up with Ajdan to grant it immediate exposure to a low-risk, diversified mixed-use portfolio, CEO Abdullah Albraikan told Asharq Business. The combined entity is expected to capture an over 10% market share, supporting bids for government and Public Investment Fund projects, its CFO Ammar Al Ghoul said. The transaction would also broaden income streams to include brokerage, facilities management, and development fees, as well as maintain balance sheet flexibility through equity financing over debt, Al Ghoul added.

What’s next

Ajdan’s remaining shareholders have until 28 February to accept the offers. The acquisition still requires the green light from the CMA, the Saudi Exchange, and the General Authority for Competition. If these conditions are not met by August 2026, the agreement may be terminated.

ADVISORS- GIB Capital is acting as financial advisor, with Baker McKenzie as counsel.

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