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 4 / 11)

2280 · 01/07/2009 09:46:44 · Announcement #15759 · View on Saudi Exchange

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (continues 4 / 11)

3Financing the Transaction

Almarai will fund the cash consideration payable under the Transaction from its own resources. Morgan Stanley Saudi Arabia is satisfied that Almarai has sufficient resources to satisfy the full amount of the cash consideration payable under the terms of the Transaction.

4Conditions to the Transaction

The Transaction is (from the time of the release of this Announcement) subject to the Conditions, including (but not limited to) the following:

?Almarai acquiring the entire issued share capital of Hadco.

?The requisite approval of the Transaction by the Hadco Shareholders at the Hadco EGM.

?The passing at the Almarai EGM (or at any adjournment of the meeting) of all resolutions necessary to (i) approve the terms of the Transaction and the related consideration to be received by Hadco Shareholders from Almarai; (ii) approve, fund, effect and implement the Transaction and the acquisition of the entire issued share capital of Hadco; (iii) approve the increase in the share capital of Almarai; and (iv) confer authorities for the creation and allotment of the New Almarai Shares.

?The Hadco Directors recommending, and not having withdrawn or adversely modified their recommendation, to Hadco Shareholders to vote in favour of the Hadco Resolutions.

?The Transaction completing before the Longstop Date.

?The Transaction Agreement not having being terminated by Almarai or Hadco serving notice in writing on the other at any time after a failure by the other to comply with any terms of the Transaction Agreement or any applicable laws or regulations.

?The Transaction being approved by the CMA and other regulatory authorities and the applications for the listing of the New Almarai Shares on the Exchange being approved by the Exchange and the CMA and the New Almarai Shares being admitted to listing and trading by the Exchange in accordance with the Listing Rules.

In addition to the Conditions set out above, the Transaction is subject to other Conditions. All the Conditions will be set out in full in the Offer Document, which will also contain financial and other information in relation to Almarai and the Transaction, and this will be made available in due course (including on Almarai's website on www.almarai.com).

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.