| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement by Al Majed For Oud Company (“Al Majed For Oud” or the “Company”) on the Saudi Exchange website on 11/07/1447H (corresponding to 31/12/2025G) regarding its entry into a memorandum of understanding with Mr. Othman Abdullah Othman Al-Suwaih, Mr. Abdullah Othman Abdullah Al-Suwaih and Mr. Amr Othman Abdullah Al-Suwaih (the “Sellers”) in relation to a potential acquisition of the entire share capital of Al Safa Pharmaceuticals and Medical Supplies; Al Majed For Oud is pleased to announce that it signed a non-binding offer with the Sellers on Saturday 27/12/1447H (corresponding to 13/06/2026G) (the “NBO”), pursuant to which Al Majed For Oud made a nonbinding offer to acquire all of the Sellers’ ownership interests in the following assets: (1) Al Safa Pharmaceuticals and Medical Supplies, a Saudi limited liability company in which the Sellers own 100%; (2) Natural Touch, currently a business line in Saudi Arabia; (3) Safa Al Khaleej Trading LLC, an Emarati company in which the Sellers own 100%; (4) The Beauty Secrets W.L.L, a Bahraini company in which the Sellers own 80%; (5) Wahat Alsafa for Trading Company W.L.L, a Qatari company in which the Sellers own 100%; and (6) Al-Safa National Investment Company LLC, an Omani company in which the Sellers own 50% (the “Target Group”, and the transaction, the “Proposed Transaction”). |
| Previous Announcement | The Company’s signing of a memorandum of understanding with Mr. Othman Abdullah Othman Al-Suwaih, Mr. Abdullah Othman Abdullah Al-Suwaih and Mr. Amr Othman Abdullah Al-Suwaih for the potential acquisition of the entire share capital of Al Safa Pharmaceuticals and Medical Supplies Company. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-12-31 Corresponding to 1447-07-11 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | Entry into an NBO between Al Majed For Oud and the Sellers. The Parties agreed on an Enterprise Value for the Target Group of SAR 392 million, subject to reduction and adjustment based on Net Debt (estimated at approximately SAR 224 million as at 31 December 2025G) and other adjustments to be agreed in the definitive agreement later. The consideration is intended to be paid through a combination of cash and new shares in Al Majed For Oud. The Parties agreed to value Al Majed For Oud’s shares based on the volume weighted average price (VWAP) for the 90 trading days preceding the execution of the NBO, which period commenced on 22/01/2026G and ended on 11/06/2026G, being SAR 151.01 per share, for the portion of the consideration to be settled through the issuance of new shares (if any). The allocation between the share consideration and cash consideration has not been agreed, and the valuations and consideration structure are not binding nor final and are subject to legal, financial and tax due diligence, and may be adjusted. The Target Group is intended to be restructured before completion of the Proposed Transaction based on the outcome of the due diligence exercise, and Al Majed For Oud may include exclude certain companies or assets from the Target Group before entering into the binding acquisition agreement. The NBO includes a number of customary provisions, such as confidentiality, an exclusivity period of six months from the date of the NBO applicable to the Sellers, continuation of the Target Group’s business in the ordinary course, and governing law. The Parties also agreed that each Party will bear its own costs, except that the Sellers will bear the costs incurred by Al Majed For Oud if they terminate or withdraw from the transaction before execution of the definitive agreement, subject to an agreed cap. The NBO will terminate if the binding acquisition agreement is not executed within six (6) months from the date of the NBO, unless such period is extended by agreement of the Parties. |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | Not applicable |
| Additional Information | The NBO is not final and is not binding on any Party, and the Parties remain in negotiations. There can be no assurance that any binding agreement will be entered into, and the Proposed Transaction may not materialize. The Proposed Transaction, and any binding agreement if entered into, will be subject to a number of conditions precedent, including regulatory approvals such as the non-objection of the General Authority for Competition, the approval of the Capital Market Authority for the registration and offering of the new shares, the approval of the Saudi Exchange for the listing of the new shares, and the approval of Al Majed For Oud’s shareholders’ extraordinary general assembly for the capital increase and issuance of the new shares. Al Majed For Oud will announce reaching a final agreement and entry into the definitive acquisition agreement, or the occurrence of any other material development, in accordance with the relevant rules. None of the Sellers is a related party of Al Majed For Oud. Al Majed For Oud has appointed GIB Capital as a financial advisor in connection with the Proposed Transaction, and has appointed Khoshaim & Associates as legal advisor. |