“FIPCO” acquires “Benaa” in exchange for Awad shares worth 364.4 million riyals

The Packaging Materials Manufacturing Company (FIPCO) has signed a binding acquisition agreement for the purpose of acquiring all shares in Bina Industrial Investments Holding Company (Bina Company) by increasing FIPCO’s capital through the issuance of (replacement shares) to Bina Company shareholders.

The company said in a statement on its website "Saudi Arabia trading"The capital increase will be based on the share swap rate, after obtaining regulatory approvals.

She added that the value of the deal is estimated at approximately 364.46 million riyals, calculated based on the evaluation of the financial advisor.

She noted that the value of the listed company (FIPCO) for the purpose of the deal was calculated using the average price weighted by the trading volume of FIPCO shares during the (30) trading day period extending from 10-28-2025 AD until On 12/08/2025, the share price of FIPCO was estimated at 32.3326 riyals, equivalent to 371,825,506 riyals, for the purpose of ensuring fairness in determining the market value of the shares.

It reported the agreement between FIPCO and the selling shareholders that the fair value of the new shares (compensation shares) was estimated at 364,463,361. It explained that the capital before the increase is one million riyals, and the number of shares before the increase is 11.5 million riyals, while the size of the increase is 98.02%, becoming 227.7 million riyals, and the number of shares becomes 22.7 million shares.

The share swap rate represents 0.9802 new ordinary shares of FIPCO shares for every one (1) FIPCO share before completion, and for the purposes of distributing the number of new shares issued by Before FIPCO among the sellers.

Therefore, the parties agreed that the new shares will be allocated on the basis of issuing a number of (161.0329) new ordinary shares for the benefit of the selling shareholders for every (1) share of the shares sold in Bina Company, based on the number of existing Bina Company shares as of the effective date (which amounted to 70,000 shares).

The new shares issued for the benefit of the selling shareholders represent 49.50% of The capital of FIPCO upon completion of the acquisition transaction and the increase in FIPCO’s capital, while FIPCO’s current shareholders retain 50.50% of the capital after completion.

After completing the acquisition process, the ownership percentage of FIPCO’s current shareholders will decrease, which will result in a decrease in their voting power in the company, and their ability to influence decisions that require the approval of the company’s shareholders will decrease. FIPCO will publish a circular to its shareholders regarding the substantive deal, including information Detailed with regard to the effects, motives, risk factors and other information.

The percentage of ownership of the company listed in (the company to be acquired) / (the asset to be purchased) after issuing shares is 100%, while the percentage of ownership of the partners to whom new shares will be issued after the end of the acquisition process is 49.5%.

The completion of the substantive deal is subject to a number of preconditions specified in the acquisition agreement, which include conditions related to the target company’s contracts, business, contractual and governmental obligations, and others. Among the conditions specified by both parties, the agreement also included declarations, pledges, guarantees, and compensation by the sellers and the target company in favor of FIPCO in the event of breach.

This acquisition deal involves the presence of a related party associated with this transaction, while engineer Ahmed Abdul Latif Al-Barrak holds the position of Chairman of the Board of Directors of FIPCO (non-executive), and at the same time he holds the position of CEO of Bina Industrial Investments Holding Company, and has direct ownership of 70% of Saudi Bina Engineering Consulting Company, which is one of Bina Holding’s subsidiaries. (Indirectly), FIPCO will take all legal procedures related to deals with related parties, in accordance with the applicable laws and regulations, noting that the aforementioned board member abstained from voting on the acquisition decision.

The agreement will terminate if any of the preconditions for the essential deal are not met within a maximum period of (270) days from the effective date, unless the parties agree in writing to extend it.

Conditions for termination of the agreement

1- If None of the preconditions for the essential deal have been met within a maximum period of (270) days from the effective date, unless the parties agree in writing to extend it.

2- If any law, regulation or decision is issued by a competent governmental authority that makes the implementation of the deal or any of its obligations illegal or impossible.

3- If a final judicial or regulatory ruling or order is issued by a competent authority preventing the parties from completing the deal or implementing any of the provisions of this agreement.
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‌4- If one of the parties fundamentally breaches any of its fundamental obligations stipulated in this agreement, and does not remedy that breach within (30) days from the date of its receipt of a written notice from the affected party requesting it to remedy it.

Completion of the acquisition deal is subject to a number of regulatory approvals, including:

1. Obtaining the approval of the Capital Market Authority regarding the capital increase through the acquisition deal and publishing the shareholders’ circular.

2. Obtaining the approval of the Saudi Stock Exchange (Tadawul) to list the new shares resulting from the capital increase.

3. Obtaining the approval of the company’s extraordinary general assembly in accordance with what is stated in the companies’ system and the rules for offering securities and continuing obligations.

4. Obtaining approval or a letter of no objection to the acquisition deal from the General Authority for Competition.

5. Obtaining any other necessary or appropriate approvals in relation to the acquisition deal.

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