Jahez signs agreement to acquire 100% of shares of The Chefs” company at SR650 mln

Jahez International Company for Information System Technology (“Jahez”) announced on Wednesday the signing of a share purchase agreement on 29/11/2022 (the “SPA”) with each of Mr. Abdulrahman Abdullah Alshabanat, Mr. Abdulrahman Ahmed Almarshed, Mr. Abdullah Mohammed Aldosari, Saqr Fund L.P; Impact46 Seed Fund/Impact Seed Fund Co., and Company Muthmir for Investment (referred to collectively as the “Sellers” and together with Jahez as the “Parties” and each as the “Party”) to acquire one hundred thirty-four thousand and six hundred twenty (134,620) shares in The Chefz SPV Ltd (“The Chefz”), representing (100%) of the share capital of The Chefz (the “Acquisition Deal”).
Based on an equity valuation of six hundred fifty million Saudi Riyals (SR 650,000,000), the transaction consideration will consist of: (i) a cash consideration in the value of three hundred twenty-five million Saudi Riyals (SR 325,000,000); and (ii) an in-kind consideration through the issuance of new shares in Jahez to the Sellers (excluding SAQR Fund L.P.) with a value of three hundred twenty-five million Saudi Riyals (SR 325,000,000), calculated based on the volume-weighted average price of the shares of Jahez for the five-month period preceding the signing of the SPA, representing less than 5% of the share capital of Jahez after the Acquisition Deal.
After the Acquisition Deal, the share capital of Jahez will be increased from one hundred four million nine hundred eighteen thousand and thirty Saudi Riyals (SR 104,918,030) to one hundred eight million six hundred eighty-six thousand and eight hundred twenty Saudi Riyals (SR 108,686,820) by issuing three hundred seventy-six thousand and eight hundred seventy-nine (376,879) new shares with a par value of ten Saudi Riyals (SR 10) each (the “New Shares”) in favor of the Sellers (excluding SAQR Fund L.P.), thus increasing its shares from ten million four hundred ninety one thousand and eight hundred and three (10,491,803) ordinary shares to ten million eight hundred sixty eight thousand and six hundred eighty two (10,868,682) ordinary shares, representing an increase of (3.6%) of Jahez’s capital prior to the issuance of the New Shares (the “Capital Increase”).
In addition, the founding members of The Chefz are to receive an earn-out amount equal to one hundred million Saudi Riyals (SR 100,000,000) in cash, subject to various performance-related targets being attained over an earn-out period commencing from 1 January 2022 and ending on 31 December 2022, as agreed between both the founding members of The Chefz and Jahez.
At completion of the Acquisition Deal, Jahez will own the entire share capital of The Chefz, while the percentage of direct and indirect ownership by the Sellers (excluding SAQR Fund L.P.) in Jahez will be equal to (3.5%), which will result in a decrease in the voting power of the current shareholders in Jahez, as well as their ability to influence decisions that require the approval of Jahez’s shareholders.
The Chefz is the owner of the Best Chefs Catering Company, the operating company of The Chefz application https://thechefz.co/ for food delivery, sweets, flowers and perfumes, which serves the major cities in the Kingdom of Saudi Arabia. The transaction will allow Jahez to complement its leading food delivery platform in quick service, with The Chefz’s offerings in fine dining, confectionery, and leisure goods.
The total equity valuation of The Chefz is six hundred fifty million Saudi Riyals (SAR 650,000,000), and the value of the shares to be purchased represents (100%) of the capital of The Chefz. Based on an equity valuation of six hundred fifty million Saudi Riyals (SAR 650,000,000), the transaction consideration will consist of: (i) a cash consideration in the value of three hundred twenty five million Saudi Riyals (SAR 325,000,000); and (ii) an in-kind consideration through the issuance of new shares in Jahez to the Sellers (excluding SAQR Fund L.P.) with a value of three hundred twenty five million Saudi Riyals (SAR 325,000,000), calculated based on the volume-weighted average price of the shares of Jahez for the five-month period preceding the signing of the SPA, representing less than 5% of the share capital of Jahez at completion of the Acquisition Deal. In addition, the founding members of The Chefz are to receive an earn-out amount equal to one hundred million Saudi Riyals (SAR 100,000,000) in cash, subject to various performance-related targets being attained over an earn-out period commencing from 1 January 2022 and ending on 31 December 2022, as agreed between both the founding members of The Chefz and Jahez.
The valuation of Jahez for the purpose of the Acquisition Deal is calculated using the volume-weighted average price of the shares of Jahez for the five-month period preceding the signing of the SPA, which represents an equity value of (9,047,572,721) Saudi Riyals at (SAR 862) per share.
Based on the number of 134,620 shares desired to be acquired in The Chefz, and based on the number of the New Shares that will be issued in Jahez to the Sellers (excluding SAQR Fund L.P.), the share swap ratio is 2.99 New Shares in Jahez for every one (1) share in The Chefz.
At completion of the Acquisition Deal, the ownership percentage of the current shareholders in Jahez (excluding direct and indirect ownership of the Sellers (excluding SAQR Fund L.P.)) will decrease from 78.2% to 75.5%, which results in a decrease in the voting power of the current shareholders in Jahez as well as their ability to influence decisions that require the approval of Jahez’s shareholders.
Completion of the Acquisition Deal will be subject to satisfaction of certain regulatory and corporate conditions, in addition to certain conditions which resulted from the due diligence exercises carried by Jahez over The Chefz.
The SPA includes customary fundamental, business and tax warranties granted to Jahez in connection with the business affairs of The Chefz.
The Chefz will continue to be independently run and managed by its founding executive and management team, including the chief executive officer and its head of business development.
Jahez will announce the closing of the Acquisition Deal or any material developments in respect of the Acquisition Deal in due course.
The Acquisition Deal involves potential interests to the following related parties:
• Mr. Abdulaziz Abdulrahman Al-Omran as (i) a representative of Impact Finance Private Equity Fund – Information Technology and E-Commerce Sector in Jahez’s board of directors, and (ii) holder of units in several funds through Impact46, which in turn owns shares in The Chefz; and
• Mr. Abdullah Alromaih as a representative of Impact Finance Private Equity Fund – Information Technology and E-Commerce Sector in Jahez’s board of directors.
The SPA shall terminate in the event that the conditions precedent are not fulfilled within (150) days from the date of its signing (or any later date agreed upon by the Parties).
The SPA may be terminated prior to completion of the Acquisition Deal at the occurrence of several events, including (without limitation) by (i) mutual consent of the Parties, (ii) by Jahez in specific situations, (iii) by the Sellers if Jahez is in material breach of any of its completion obligations; (iv) or by any Party in the event that any government authority has issued a final order that prevents or materially restricts the ability for that Party to proceed to completion of the Acquisition Deal.
The completion of the Acquisition Deal is likely to be closed in Q1-2023 and remains subject to a number of preconditions, including, without limitation:
1. Obtaining the approval of the Capital Market Authority regarding the Acquisition Deal and 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 extraordinary general assembly of Jahez, in accordance with the provisions of the Companies Law and the Rules on the Offer of Securities and Continuing Obligations.
4. Obtaining an approval or no objection letter for the Acquisition Deal by the Saudi General Authority for Competition.
5. Obtaining any other necessary or appropriate approvals in relation to the Acquisition Deal.