Posted inM&A WATCH

Knauf launches SAR 293.5 mn tender to take UMI private and delist it from Tadawul

Knauf International GmbH is moving to take full control of United Mining Industries (UMI). The German building materials group will launch a tender offer to acquire UMI’s remaining shares at SAR 57 per share — the same price it paid for its initial stake — valuing the buyout at SAR 293.5 mn for over 5.1 mn shares, according to a press release (pdf).

REMEMBER- Knauf had already acquired 63.2% of UMI for SAR 504.5 mn from its shareholders Al Mojel Trading & Contracting, Al Muhaidib Group, and Rashed Developments in May, as step one of the full takeover.

The mechanics: The offer has no minimum acceptance threshold — Knauf buys whatever is tendered and remaining shareholders keep their holdings. If its stake reaches 90%, it may seek CMA approval to exercise squeeze-out rights for the rest. Three UMI board members with ties to Knauf — tax consultant Markus Haaf, GCC CEO Paul Christopher Button, and Middle East, Turkey, and Africa CEO Serge Nicolas Bekhaazi — will abstain from voting.

Delisting is the endgame. Knauf plans to take UMI off Tadawul after the tender closes, and with no minimum acceptance threshold, it doesn’t need full take-up to get there. For minority holders, the exit window is the tender itself. Those who don’t accept may end up holding illiquid stock in an unlisted company.

Why it matters: A EUR 15.6 bn German building materials group taking a Saudi mining company private is a bet on the Kingdom’s construction pipeline — and a signal that foreign industrials are willing to pay for direct access to Saudi raw materials rather than importing them. Knauf already operates across the GCC.

ADVISORS- Lazard Saudi Arabia is advising Knauf on financials, and Fahad Abuhimed, Majid Alsheikh, Mansoor Alhagbani, and Clifford Chance on regulatory matters.