| Element List | Explanation |
|---|---|
| Introduction | Saudi Basic Industries Corporation (SABIC) announces further Optimization of its portfolio which includes the divestment of 100% of its Engineering Thermoplastics (ETP) business in the Americas and Europe - to Mutares SE & Co KGaA. This transaction represents a significant step in SABIC’s strategic initiative to prioritize high-growth markets, optimize cost structure, enhance return on capital employed (ROCE), improve future cashflows, and ultimately maximize long term shareholders’ value. |
| Transaction Details | The transaction involves the divestiture of 100% of SABIC’s Engineering Thermoplastics (ETP) operations in the Americas and Europe, including major production sites and related activities to Mutares SE & Co KGaA (Mutares), is a publicly listed operational investor headquartered in Munich, Germany. The agreed enterprise value for the transaction is SAR 1,687.5 M. The consideration will include the following: 1. Upfront cash amount of SAR 210 M. 2. an earn out of the following: • 30% of operating cash flows for 4 years starting from the second anniversary of closing. • 30% of net exit proceeds (in case of exit). With a minimum earnout guaranteed of SAR 262.5 M payable at the earlier of 4 years after the second anniversary or exit. Date of entering into the transaction is 7 January 2026 and the anticipated deal closing is Q3 2026 (subject to conditions precedent satisfaction). |
| Transaction Amount | Transaction Consideration: • Enterprise value: SAR 1,687.5 M The consideration will include the following: 1. Upfront cash amount of SAR 210 M. 2. An earn out of the following: • 30% of operating cash flows for 4 years starting from the second anniversary of closing. • 30% of net exit proceeds (in case of exit). With a minimum earnout guaranteed of SAR 262.5 M payable at the earlier of 4 years after the second anniversary or exit. |
| Transaction Conditions | • Completion of separation of SABIC’s Engineering Thermoplastics (ETP) operations in the Americas and Europe from the SABIC Group. • Regulatory approvals in Europe and the Americas. • Completion of Consultations process with applicable employee representatives body. |
| Parties of the Transaction | Seller: SABIC International Holdings B.V. and Sabic US Holding LP, both of which are 100% subsidiary of Saudi Basic Industries Corporation (SABIC) Buyer: Mutares Plastics Netherlands & Mutares Plastics US both of which are controlled by Mutares SE & Co KGaA |
| Date of Entering Into The Transaction | 2026-01-07 Corresponding to 1447-07-18 |
| Description of Activity of The Asset Subject of The Transaction | Production and marketing of engineering thermoplastics (PC, PBT, and ABS) for automotive, construction, electronics, healthcare, and other sectors from assets in the Americas (USA, Mexico, and Brazil) and Europe (Spain and Netherlands) |
| Asset Book Value | SAR 16,664 M (as of 30 Sept 2025, standalone in the defined perimeter). |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Refer to the attached document |
| Transaction reasons | • Strategic portfolio optimization and capital recycling towards growth markets and businesses. • Improve SABIC group ROCE by divesting low-return operations. • Enhancing profit margins and free cash flow. |
| Expected Impact of the Transaction on the Company and Its Operations | SABIC will deconsolidate all Engineering Thermoplastics (ETP) business in the Americas and Europe from its group financials at the time of closing the transaction. Engineering Thermoplastics (ETP) business in the Americas and Europe, will be treated as discontinued operations in accordance with IFRS 5 in SABIC’s consolidated financial statements at year end 2025. The fair valuation of Engineering Thermoplastics (ETP) business in the Americas and Europe is expected to result in a non-cash loss in a magnitude of SAR 7.5 billion in SABIC’s fourth quarter earnings of 2025, based on the net assets to be transferred. This preliminary estimate will be subject to substantiation for SABIC’s consolidated financial statements for the full year 2025. |
| Details of Using The Proceeds of the Asset Sale | Proceeds and future returns from the transaction will support SABIC’s growth strategy and ultimate value creation for SABIC’s shareholders. |
| Related Parties | None |
| Additional Information | Attached presentation on the deal summary and further information. |
| Attached Documents | Attached Documents Attached Documents |