Almarai Co. — M&A Activity 2009

Jul 1, 2009

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (continues 2 / 11)

2280 · 01/07/2009 09:47:05 · Announcement #15757 · View on Saudi Exchange

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (continues 2 / 11)

2.Terms of the Transaction

Under the terms of the Transaction, Almarai is proposing to acquire, on the terms set out below and subject to the Conditions, the entire issued share capital of Hadco on the following basis:

?For every 5 Hadco Shares held: 1 New Almarai Share; and

?For every 1 Hadco Share held: a cash payment of SAR0.50

The terms of the Transaction represent:

?a transaction value of SAR30.1 per Hadco Share, based on Almarai's Closing Price of SAR148.0 on 6 May 2009 (being the last trading day prior to the announcement by Almarai that it had reached an agreement with Hadco dated 9 May 2009 in relation to the Transaction) and the SAR0.50 per Hadco Share cash payment, which together represents a premium of approximately 16 per cent. in relation to Hadcos Closing Price of SAR26.0 on 6 May 2009 (being the last trading day prior to the announcement by Almarai that it had reached an agreement with Hadco dated 9 May 2009 in relation to the Transaction); and

?a premium of approximately 58 per cent. in relation to Hadcos Closing Price of SAR18.15 on 5 November 2008 and based on Almarai's Closing Price of SAR140.5 on the same date (being the last trading day prior to the announcement by Almarai on 8 November 2008 that it had submitted a formal offer to Hadco).

On the basis of Almarai's Closing Price of SAR 155.75 on 30 June 2009 (being the last trading day prior to this Announcement), and the SAR0.50 per Hadco Share cash payment, the Transaction values Hadco at approximately SAR 949.5 million.

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.