Alkhaleej Training amends Adhwaa Al-Hedaya's acquisition deal

Logo of Alkhaleej Training and Education Co.

Alkhaleej Training and Education Co. signed on Aug. 28 an amended sale and purchase agreement (SPA) with the selling shareholders of Adhwaa Al-Hedaya Private Schools, which entails some changes to the original acquisition terms, according to a Tadawul filing.

Under the key changes in the amended SPA, Fahad Al-Thunayan is no longer a related party to the agreement. Instead, Ethraa Holding Co., a closed joint-stock company, will be the sole selling shareholder.

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Accordingly, Alkhaleej Training will acquire 1.6 million ordinary shares in Adhwaa Al-Hedaya from Ethraa Holding.

Alkhaleej Training will issue 22.65 million new ordinary shares to Ethraa Holding, at a nominal value of SAR 10 each. These shares will be in exchange for the 1.6 million shares acquired in Adhwaa Al-Hedaya. Upon completion, the former’s paid-up capital will rise from SAR 650 million to SAR 876.5 million, with the number of issued shares also up from 65 million to 87.65 million.

Based on the volume-weighted average price (VWAP) of SAR 21 per share during the two-month period preceding the SPA, the total consideration value will be SAR 475.65 million.

Post-acquisition, the ownership of current shareholders will decrease from 100% to 74.16%, while the company’s capital will increase by 34.85%. Ethraa Holding will own a 25.84% stake after the transaction.

Certain preconditions for completing the acquisition, which were either fulfilled or no longer applicable, have been removed from the agreement. The expiration date of the amended SPA is set for Dec. 31, 2024.

Last March, Alkhaleej Training sealed the SPA with Adhwaa Al-Hedaya's shareholders to acquire 1.6 million shares (an 80% stake) in the latter, by way of issuing new shares to Adhwaa Al-Hedaya's shareholders, Argaam’s data indicated.