Saudi Tadawul Group Holding Company announces that its subsidiary Tadawul Advanced Solutions Company ("Wamid") has entered into a non-binding preliminary agreement (the "Agreement") 18/1/1444H (corresponding to 16/8/2022G) with Direct Financial Network Company LLC (the "Target"), and its indirect majority shareholder National Technology Group ("NTG"), in order to begin the due diligence process and to negotiate the definitive agreements in relation to the potential acquisition of 51% of the issued share capital of the Target “by Wamid” from its direct and indirect shareholders (the "Proposed Transaction"). Wamid, the Target and NTG, shall be referred to together as the "Parties".
Date of signing the Memorandum of Understanding 2022-08-16 Corresponding to 1444-01-18
Memorandum Duration The Agreement shall terminate automatically if the share purchase agreement in respect of the Proposed Transaction is not executed within five (5) months after the date of Agreement, unless extended by the mutual agreement of the Parties.
Name of the Counterparty Direct Financial Network Company LLC (the "Target"), and its indirect majority shareholder National Technology Group ("NTG")
Name of Financial Advisor of Each Party Wamid has appointed GIB Capital as its financial advisors for the Proposed Transaction.
Major Terms in the Memorandum pursuant to the Agreement, the Parties have agreed on a non-binding basis that the purchase price for the acquisition of 51% issued share capital of the Target is SAR 140,250,000. Noting that this is an initial price, and that the final price is subject to price adjustments depending on the results of the due diligence exercise and the terms of the definitive agreements.
It is worth noting that the Agreement does not bind either party to proceed with the Proposed Transaction. Therefore, there can be no assurance that the Agreement and the due diligence process will result in the Proposed Transaction being agreed on a final and binding basis.
Actions to be Taken by the Company during the Memorandum’s Duration The Parties agreed to negotiate the definitive agreements in relation to the Proposed Transaction that will set out the relevant commercial terms thereof that are customary in transactions of the nature of the Proposed Transaction. The Agreement also includes other provisions that are customary in similar agreements that regulate confidentiality, exclusivity, costs, and other related matters.
Further, the Parties will endeavor to negotiate with a view to signing the definitive agreements as soon as possible following the satisfaction of certain procedures and conditions.
Approvals in all circumstances, closing will be conditional on a number of conditions, including obtaining all necessary regulatory consents and approvals.