Red Sea completes acquisition procedures of 51% of First Fix

Red Sea International Co. announced on Monday that all conditions required to satisfy the transfer of 51% of First Fix under the transaction documents had been satisfied on 01-10-2023. All acquired shares have been transferred from the Sellers to Red Sea International Co. as of Sunday, 01-10-2023.

Summary of Acquisition / Purchase:

“The acquisition of 51% of First Fix has been concluded on 01-10-23. The purchase price for the acquisition will be funded in two tranches, of which the first tranche has been paid at closing of the acquisition on 01-10-23.

The Company said Today on Tadawul that the entire payment schedule for the transaction is as follows:

1. A sum of SAR 250,000,000 (the “Initial Consideration”) has been paid to the selling shareholders of First Fix in cash on 01-10-23. The Initial Consideration has been funded through Red Sea International Co.’s own resources; and

2. A sum of SAR 294,170,000 (the “”Deferred Consideration””) will be paid to the selling shareholders subject to the satisfaction of certain conditions precedent with respect to such Deferred Consideration. It is a condition to Red Sea International Co. maintaining its full shareholding of 51% of First Fix that this Deferred Consideration be paid in accordance with the terms of the transaction documents. Following payment of the Deferred Consideration, all conditions relating to the acquisition of 51% of First Fix will be satisfied.

Under the transaction documents, Red Sea International Co. will have the option to capitalize the debt (through the issuance of additional shares in First Fix) representing the Deferred Consideration. Any such transaction will be subject to applicable regulatory and corporate approvals.

Additional Information:

“Through the acquisition of 51% of First Fix, Red Sea International Co. will gain a critical stream of electromechanical and civil construction capability which are crucial to Red Sea International Co’s existing clients. As an established brand in residential, industrial and commercial modular construction, this is a positive consolidation with First Fix that shares the same vision of providing comprehensive and excellent quality housing and building services while being conscious of sustainability and environmental concerns, locally and internationally.

First Fix is a leading company in the electromechanical and civil construction sector in Saudi Arabia. First Fixt has operated as a leading contractor across the GCC region and has a strong track record financially and operationally, achieving its highest ever revenues in 2022.

First Fix will continue to be independently run and managed by its current executive and management team.

Al Rajhi Capital have acted as financial advisors for the transaction. “

This comes with reference to the previous announcement made by Red Sea International Co. on the Saudi Exchange dated 12-06-2023.