National Agricultural Development Co. — M&A Activity 2017

Oct 8, 2017

NADEC ANNOUNCES THE SIGNING OF A MEMORANDUM OF UNDERSTANDING WITH AL SAFI DANONE COMPANY LIMITED TO STUDY THE POSSIBILITY OF BUSINESS COMBINATION

6010 · 08/10/2017 08:13:23 · Announcement #48167 · View on Saudi Exchange

NADEC ANNOUNCES THE SIGNING OF A MEMORANDUM OF UNDERSTANDING WITH AL SAFI DANONE COMPANY LIMITED TO STUDY THE POSSIBILITY OF BUSINESS COMBINATION

National Agricultural Development Company (NADEC) is pleased to announce that it has entered into a non-binding memorandum of understanding (the MOU) on 17/1/1439H corresponding to 7/10/2017G with Al Safi Danone Company Limited (ASD).

The purpose of the MOU is to commence discussions to study the possibility of a business combination of NADEC and ASD (the Proposed Transaction) by way of the acquisition of all of the shares of ASD by NADEC in consideration for the issuance of new shares in NADEC to ASDs existing shareholders, to be implemented by way of a capital increase in NADEC.

Subject to confirmation during the due diligence phase, at completion of the Proposed Transaction, the current ASD shareholders will, in aggregate, own 38.75% of NADECs pro forma issued share capital.

The term of the MOU is for a period of six (6) months. The parties have agreed on an exclusivity period during which they will conduct financial, commercial and legal due diligence.

The Proposed Transaction will be subject to a number of conditions including, without limitation, entry into definitive agreements, NADECs EGM approval and ASDs shareholder approvals and obtaining the necessary approvals from the relevant government authorities.

The entry into these discussions does not guarantee that the Proposed Transaction will be completed.

NADEC will announce any material developments pertaining to the Proposed Transaction in due course.

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