| Element List | Explanation |
|---|---|
| Introduction | BinDawood Holding Company announces the signing of a Share Purchase Agreement (SPA) with Mr. Faisal Abdullah Alomaigan, Mr. Abdulwahab Suliman Aldakhil, Mr. Abdulaziz Mohammad Altuwaijri, Alassas Almatina Company for Investment and Almal Almustadam Company for investment, for the acquisition of 51% of the shares in Vaza Food Company (“Vaza”) in the Kingdom of Saudi Arabia (KSA) valued at SAR 217.9 million. “Potential Acquisition or Transaction”. This transaction will be subject to the regulatory approvals. |
| Transaction Details | BinDawood Holding Company will acquire 51% of the shares in Vaza Food Company in KSA, valued at SAR 217.9 million |
| Transaction Amount | The agreed consideration for the acquired shares is an aggregate of SAR 217.9 million which will be subject to certain adjustment based on terms of the SPA |
| Transaction Conditions | The potential acquisition is subject to regulatory approvals |
| Parties of the Transaction | BinDawood Holding Company “The Buyer”. Mr. Faisal Abdullah Alomaigan; Mr. Abdulwahab Suliman Aldakhil; Mr. Abdulaziz Mohammad Altuwaijri; Alassas Almatina Company For investment; and Almal almustadam Company For investment. “The Sellers” |
| Transaction Financing Method | The transaction will be funded by the Company’s internal resources and available financing facilities |
| Date of Entering Into The Transaction | 2026-04-06 Corresponding to 1447-10-18 |
| Description of Activity of The Asset Subject of The Transaction | Vaza Food Company is a Saudi based food manufacturing, retail and distribution company primarily in the confectionery, bakery and food segments. The Company’s core business is focused on the production and sale of premium chocolate and confectionery products under its brand “Pocodor””. In addition, Vaza operates established bakery and traditional sweets brands, including “La Bonte” and “Badea”, as well as food concepts and brand such as “GRYB”, “Shahwiyat Qandoorah”, and “HLO Coffee”. Vaza operates through production facilities, cloud kitchens, branded retail outlets and direct to consumer sales channels, including sales through third party aggregators platforms, supported by established quality control and operational systems. The Company has developed a strong market presence in the premium chocolate and confectionery segment, supported by brand recognition, diversified product offerings and a loyal customer base. Its business model emphasizes product quality, innovation, and operational efficiency, enabling it to compete effectively with regional and international brands |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | In respect of Vaza Food Company: Revenue (Million SAR) 2022: 18.6 2023: 45.6 2024: 93.1 Net Income (Million SAR) 2022: 4.1 2023: 14.7 2024: 21.5 |
| Transaction reasons | BinDawood Holding Company announces that the acquisition of a majority stake in Vaza comes as part of its strategy to drive growth and diversify revenue streams, particularly in high value-added segments such as premium confectionery and specialty foods. The transaction is expected to expand the Group’s presence in the high-quality products segment, leveraging Vaza’s distinguished brands, product quality and strong customer base. This will enhance the diversity of the product portfolio and increase the attractiveness of the offerings provided to customers. The acquisition is also anticipated to support the Group’s efforts to strengthen value chain integration by leveraging Vaza’s manufacturing capabilities, which may contribute to improving supply chain efficiency, advancing product development, and enhancing the quality of offerings across the Company’s store network. In addition, the integration between the two parties is expected to enhance opportunities for expansion in digital channels and e-commerce, and to support the Group’s omni-channel strategy, thereby improving customer experience and expanding reach to broader customer segments. The transaction is also expected to generate operational efficiencies through improved procurement and logistics, as well as the consolidation of certain support functions, which may positively impact operational efficiency over the medium to long term. This step aligns with the objectives of Saudi Vision 2030 in supporting local food manufacturing, strengthening national supply chains, and increasing the private sector’s contribution to the economy. It should be noted that these expectations are based on current assumptions, and actual results may differ depending on market developments, economic conditions, and other factors. |
| Expected Impact of the Transaction on the Company and Its Operations | The Transaction is expected to have a positive financial impact in the long term for the Company and its shareholders. |
| Related Parties | Not Applicable |
| Additional Information | The Transaction is subject to signing the required agreements and completion of related regulatory approvals. The Company will announce the completion of the Transaction or any other material development(s) in due course. |