| Element List | Explanation |
|---|---|
| Introduction | Tasnee announces that it has signed a Share Purchase Agreement (“Agreement”) with Tahweel Holding for the acquisition of 100% of the share capital (“Transaction”) of Al‑Rowad Industrial Transformation Company (the “Target Company”). The Target Company is a group of companies operating under a single umbrella, consisting of; Al‑Rowad Global Packaging Company Ltd, Taldeen Plastic Solutions, Al‑Rowad National Plastic Company Ltd, Al‑Rowad International Industrial Films Company Ltd., and Al‑Rowad United Marketing. This Transaction represents an important step within Tasnee’s strategy to optimize its business portfolio, enhance return on capital employed, and maximize long‑term shareholder value. |
| Transaction Details | Tasnee signed the Agreement on 01/03/2026 to sell 100% of the share capital of the Target Company. The enterprise value of the Target Company is SAR 700 million subject to customary adjustments under the Agreement. |
| Transaction Amount | Saudi Riyal 700 million The disclosed Transaction Value is stated on the basis of Enterprise Value (cash-free, debt free). The Enterprise Value is not directly comparable to the Book Value which is an accounting measure. The final cash proceeds will reflect any customary closing adjustments set out in the Agreement. |
| Transaction Conditions | The Agreement includes customary representations and warranties provided by both the Seller and the Buyer. Completion of the Transaction is subject to the satisfaction of several conditions, including — but not limited to — obtaining necessary regulatory approvals, such as a no‑objection clearance from the General Authority for Competition, along with other customary closing conditions for such agreements. |
| Parties of the Transaction | National Industrialization Company (“Tasnee”) (in its capacity as the “Seller”) Saudi Holding Company for Conversion Industries (“Tahweel Holding”) (in its capacity as the “Buyer”) |
| Transaction Financing Method | The Transaction will be settled in cash, and the Buyer has completed all necessary financing arrangements for the Transaction. |
| Date of Entering Into The Transaction | 2026-03-01 Corresponding to 1447-09-12 |
| Description of Activity of The Asset Subject of The Transaction | The Target Company is one of the leading groups in the plastic conversion industry, comprising several specialized companies that provide innovative solutions for the packaging, agriculture, infrastructure, and industrial sectors. The group includes: 1. Al‑Rowad Global Packaging Company Ltd. Specializes in producing biaxially oriented polypropylene (BOPP) films, metallized films, and other high‑value‑added films used in flexible packaging solutions, ensuring high quality and reliable performance. 2. Taldeen Plastic Solutions Produces agricultural films made from low‑density polyethylene for greenhouses and other uses, in addition to manufacturing high‑density polyethylene pipes and fittings (solid wall, corrugated, and spiral), as well as industrial‑grade plastic pallets and crates designed for heavy‑duty applications. 3. Al‑Rowad National Plastic Company Ltd. Manufactures extruded plastic sheets such as polycarbonate and polymethyl methacrylate, in addition to injection‑molded plastic pails and battery cases. The company also operates advanced plastic recycling lines. 4. Al‑Rowad International Industrial Films Company Ltd. One of the leading producers of geomembrane liners made from high‑density polyethylene (HDPE) and linear low‑density polyethylene (LLDPE), manufactured to meet global standards for use in infrastructure, environmental, and specialized engineering applications. 5. Al‑Rowad United Marketing Operates an extensive network of retail outlets across the Kingdom, providing products from the Al‑Rowad companies directly to consumers, contractors, and farmers, ensuring accessibility and high‑quality service. |
| Asset Book Value | Saudi Riyal 714 million |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | N/A |
| Transaction reasons | The Target Company has delivered strong operational and financial performance, driven by ongoing initiatives to enhance operational efficiencies and maximize asset utilization. Tasnee believes that the Target Company is positioned for future expansion, which will require additional capital allocation and focused operational management. This Transaction enables Tasnee to redirect capital in line with its strategic priorities, including strengthening Tasnee’s financial position, accelerating debt reduction, and improving return on capital employed and contributing to sustainable shareholders’ value creation by aligning assets with the company’s long‑term strategic focus on the petrochemicals sector. This represents a strategic capital allocation decision aimed at maximizing long‑term shareholder value through enhanced financial flexibility and redeployment of investment into higher return areas. The Transaction also contributes to simplifying Tasnee's organizational structure and improving cost efficiency. Tasnee believes that this step aligns with its objective of supporting long term shareholder value creation. Tasnee will continue to regularly review its business portfolio, particularly activities that are not part of its core business, to ensure alignment with Tasnee’s strategic goals and financial priorities — without any commitment to undertake specific future actions. |
| Expected Impact of the Transaction on the Company and Its Operations | The Transaction is expected to support Tasnee’s strategic focus on the petrochemicals sector and strengthen Tasnee’s financial position by redirecting capital allocation and reducing leverage. It will also contribute to simplifying Tasnee’s organizational structure and enhancing overall operational efficiencies. |
| Details of Using The Proceeds of the Asset Sale | Strengthen Tasnee’s financial position by redirecting capital allocation and reducing leverage |
| Related Parties | N/A |
| Additional Information | Tasnee has appointed Trussbridge as its financial advisor and Kings & Spalding as its legal advisor. Tahweel Holding has appointed Deloitte as its financial advisor and Dentons as its legal advisor. Any material developments will be announced in due course. |