SARCO Outlines General Framework for Proposed Acquisitions of GCMSC and GSIC

Saudi Arabia Refineries Company (SARCO) announced details regarding the memorandums of understanding (MOUs) for the proposed acquisitions of German Saudi Industrial Company (GSIC) and General Contracting and Maintenance Services Company (GCMSC). The key terms of the MOUs, which are non-binding, include:

1- SARCO will acquire all shares of the targets in exchange for issuing new shares to the targets’ shareholders.

2- The proposed transactions are subject to conditions, including obtaining approvals from the Capital Market Authority (CMA), the Saudi Exchange, and SARCO shareholders, as well as other conditions to be outlined in the definitive share purchase agreements.

3- SARCO will conduct due diligence on the targets.

4- Binding confidentiality provisions will govern the exchange of information between the parties.

5- The parties have agreed to binding exclusivity, non-solicitation, and other miscellaneous provisions in line with standard MOUs.

SARCO has appointed AlJazira Capital Company as its financial advisor for the proposed transactions. The counterparties have not yet appointed a financial adviser.

The proposed transactions are subject to the satisfactory completion of financial, tax, and legal due diligence. The parties will also negotiate the definitive terms of the binding share purchase agreements. The acquisitions will require approvals from official entities and SARCO’s Extraordinary General Assembly regarding the capital increase needed for the acquisitions.

In a separate statement on Tadawul, SARCO reiterated the general framework of the proposed acquisition of GSIC, highlighting the same key terms and conditions as stated above