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 11 / 11)

2280 · 01/07/2009 09:45:26 · Announcement #15766 · View on Saudi Exchange

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

APPENDIX 1

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise: (continues)

"Regulations"

the Merger and Acquisition Regulations issued by the board of the CMA pursuant to resolution number 1-50-2007 dated 21/9/1428H (corresponding to 3/10/2007G), as amended from time to time

"Restricted Jurisdiction"

any jurisdiction outside Saudi Arabia where the distribution of this Announcement, or the making, extension or acceptance of any offer in relation to the Transaction, would or may violate the law of, or regulation applicable to, that jurisdiction including, without limitation, Australia, Canada, the Dubai International Financial Centre, Japan, Jordan, the Kingdom of Bahrain, Kuwait, Oman, Qatar, the United Arab Emirates, the United Kingdom or the United States

"SAR"

Saudi Arabian Riyals

"Transaction"

the proposed acquisition by Almarai of the entire issued ordinary share capital of Hadco in accordance with the applicable rules and regulations of the CMA (including the Regulations and the Listing Rules) and the Companies Law and substantially on the terms set out this Announcement (subject to the inclusion of any alternative or additional terms and conditions as may be (i) required to comply with the requirements of the CMA, (ii) required by applicable law or regulation or (iii) agreed between Almarai and Hadco) and shall include any new, increased, renewed or revised offer made by or on behalf of Almarai, howsoever to be effected

"Transaction Agreement"

"Wider Almarai Group"the transaction agreement entered into by Almarai and Hadco dated 30 June 2009

Almarai and associated undertakings and any other body corporate, partnership, joint venture or person in which Almarai and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent

"Wider Hadco Group"Hadco and associated undertakings and any other body corporate, partnership, joint venture or person in which the Hadco and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent

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.