Almarai Co. — M&A Activity 2009

Sep 13, 2009

ALMARAI COMPANY ("ALMARAI") ANNOUNCES PUBLICATION OF ITS OFFER DOCUMENT IN RELATION TO ITS OFFER TO ACQUIRE THE ENTIRE ISSUED

2280 · 13/09/2009 09:31:49 · Announcement #16190 · View on Saudi Exchange

ALMARAI COMPANY ("ALMARAI") ANNOUNCES PUBLICATION OF ITS OFFER DOCUMENT IN RELATION TO ITS OFFER TO ACQUIRE THE ENTIRE ISSUED

Further to the announcement dated 8/7/1430 H corresponding to 1/7/2009 G, detailing the conditions under which both the Board of Directors of Almarai and the Board of Directors of Hadco have considered Almarais proposed acquisition of the entire issued and paid-up share capital of Hadco (the Transaction), Almarai is pleased to confirm that the Offer Document has been published and is now available on the websites of Almarai (www.almarai.com), Hadco (www.hadco.com.sa), and the Capital Market Authority (the "CMA") www.cma.org.sa), as of 23/9/1430 H (13/9/2009 G).

A circular produced by Hadco in relation to the Transaction (the "Hadco Circular") is annexed to the Offer Document. The Hadco Circular sets out the views of the Board of Directors of Hadco in relation to the Transaction, as well as supplementary information compliant with the CMA's Regulations on Mergers and Acquisitions.

Concurrent with this announcement, the Board of Directors of Almarai invite its shareholders to participate in an Extraordinary General Meeting (EGM) to vote on the proposed capital increase to acquire the entire issued and paid-up share capital of Hadco.

The Board of Directors of Almarai has reviewed the Fairness Opinion presented by Morgan Stanley Saudi Arabia (financial advisor of Almarai). Note that the Fairness Opinion will be available on Almarais website (www.almarai.com) from the publication of the Offering Document to the conclusion of Almarais EGM. Additionally, copies of the Fairness Opinion will be available for inspection at Almarais EGM.

The Board of Directors of Almarai recommends that Almarai shareholders vote in favor of the EGM resolutions, in relation to the Transaction. Requisite documentation related to the transaction (including the Offering Document, Fairness Opinion, and Transaction Agreement) will be available for inspection by Almarai shareholders at the head office of Almarai which is located at the North Circle Road, exit seven. The documents will be available in the office Almarais internal legal department from Saturday to Wednesday (9:00 - 16:00), excluding official holidays. The documents will be available from the date of the publication of the Offering Document to the conclusion of the EGM.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.