| Element List | Explanation |
|---|---|
| Introduction | With reference to the strategic plan of Nofoth Food Products Company (the “Company”) for the period 2026–2030, which aims to expand and diversify its business portfolio in the food and beverage sector, with acquisitions in sectors complementary to its business being among its key pillars, the Company announces that on 28/06/2026G corresponding to 13/01/1448H, it signed a non-binding memorandum of understanding with a number of the owners of Al Waal Al Bari Beverages Company (a limited liability company) (the “Sellers”) for the purpose of studying the potential acquisition of a stake representing 70% of the shares of the target company. Al Waal Al Bari Beverages Company, the owner of the “Al Waal” brand, operates in the specialty coffee sector and also owns a roasting facility for coffee roasting and production, as well as a production facility for sweets and baked goods. The memorandum aims to establish a preliminary framework for studying the potential transaction, including completion of legal, financial, tax and zakat due diligence, as well as conducting a valuation of the target company, in addition to regulating the exchange of information between the parties while emphasizing confidentiality and exclusivity throughout the term of the memorandum. The Company confirms that the memorandum is non-binding with respect to completing the transaction, and that completion remains subject to the Company’s discretion, the results of the due diligence and valuation, obtaining the necessary approvals, and entering into final binding agreements. |
| Memorandum Signing Date | 2026-06-28 Corresponding to 1448-01-13 |
| Counterparty | A number of the owners of Al Waal Al Bari Beverages Company |
| Memorandum Subject | Key topics of the memorandum of understanding: • A non-binding memorandum of understanding aimed at acquiring 70% of the shares of the target company • Establishing a general framework for studying the potential transaction and completing legal, financial, tax/zakat due diligence, as well as conducting a valuation of the target company. • Regulating the exchange of information between the parties, while emphasizing confidentiality of information and exclusivity of negotiations during the term of the memorandum, and the Sellers’ obligation to cooperate and provide the required documents. • Restricting certain material actions by the Sellers during the term of the memorandum. • Completion of the transaction remains subject to the results of the due diligence and valuation, obtaining the required regulatory and contractual approvals, and execution of final binding agreements. |
| Memorandum Duration | 180 days from the date of signing the memorandum, renewable by written agreement between the parties. |
| Related Parties | non |
| Financial Impact | There is currently no financial impact, and the Company will announce any subsequent material developments, including the financial impact, in due course upon completion of the final valuation. |