BinDawood Holding —
BinDawood Holding Company announces the signing of a Share Sale and Purchase Agreement with Planet Pharmacies Limited Company and Kawakeb AlSaydailyat Company LLC for the acquisition of 100% of the shares in Zahrat Al Rawdah Pharmacies Company LLC in the Kingdom of Saudi Arabia, based on equity valuation of SAR 444.1 million.
| Element List | Explanation |
|---|---|
| Introduction | BinDawood Holding Company announces Board of Directors approval and the signing of a Share Sale and Purchase Agreement (SPA) with Planet Pharmacies Limited and Kawakeb AlSaydailyat Company LLC for the acquisition of 100% of the shares in Zahrat Al Rawdah Pharmacies Company LLC “Zahrat Al Rawdah” in the Kingdom of Saudi Arabia (KSA), based on equity valuation of SAR 444.1 million. “Potential Acquisition or Transaction”.
This transaction will be subject to the regulatory approvals. |
| Transaction Details | BinDawood Holding Company will acquire 100% of the shares in Zahrat Al Rawdah in KSA, based on equity valuation of SAR 444.1 million. |
| Transaction Amount | The agreed consideration for the acquired shares is an aggregate of SAR 444.1 million as follow:
SAR 40.8 million to be paid as a deposit per the terms of the SPA on the signing of SPA; and Remaining amount to be paid later will be subject to certain adjustments based on terms of the SPA. |
| Transaction Conditions | The potential acquisition is subject to regulatory approvals. |
| Parties of the Transaction | BinDawood Holding Company “The Buyer”.
Kawakeb Al Saydailyat Company LLC “The Seller”; and Planet Pharmacies LLC “Seller Guarantor”. |
| Transaction Financing Method | The transaction will be funded by the Company’s internal resources and available financing facilities. |
| Date of Entering Into The Transaction | 2024-10-31 Corresponding to 1446-04-28 |
| Description of Activity of The Asset Subject of The Transaction | Zahrat Al Rawdah operates in the retail pharmaceutical sector and is headquartered in Riyadh, KSA. The chain of pharmacies focuses on providing healthcare products and services to customers, including prescription and over-the-counter (OTC) medicines, medical supplies, health and wellness products and personal care items. Currently, Zahrat Al Rawdah has 173 pharmacies spread throughout the KSA positioned in highly attractive locations with strong brand positioning. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | In respect of Zahrat Al Rawdah:
Revenue (SAR) 2021: 264,688,563* 2022: 333,072,944* 2023: 367,888,440
Net Income (Loss) (SAR) 2021: 8,792,540* 2022: 10,877,755* 2023: 16,737,431 |
| Transaction reasons | Acquisition aligns perfectly with BinDawood Holding’s strategic vision and bolsters Saudi Arabia’s Vision 2030 by further venturing into the health and wellness sector and enriching the Company’s store network. By incorporating Zahrat’s 173 pharmacies into our retail landscape, we are set to establish a comprehensive destination for our clients, offering an extensive array of medical, wellness, and personal care products. This move positions BinDawood Holding as the pioneering retailer in the Kingdom of Saudi Arabia to integrate pharmacy services within its stores, facilitating smooth access to healthcare products alongside everyday essentials. It reflects the Company’s dedication to enhancing customer engagement and fostering sustainable growth over the long term.
As the integration process begins, customers can look forward to personalized care from licensed pharmacists and a seamless shopping experience. |
| Expected Impact of the Transaction on the Company and Its Operations | The Transaction is expected to have a positive financial impact in the long term for the Company and its shareholders. |
| Related Parties | Not Applicable. |
| Additional Information | The Transaction is subject to signing the required agreements, and completion of related regulatory approvals. The Company will announce the completion of the Transaction or any other material development(s) in due course.
*Prior to 2023, the business was operating through two entities, Future Medical Company LLC (“FMC”) and Zahrat Al Rawdah to comply with certain legal requirements. In 2023, the entire business of FMC has been transferred to Zahrat Al Rawdah. Numbers for financial years 2021 and 2022 represent total of FMC and Zahrat Al Rawdah and are comparable with those of 2023. |
| Attached Documents |  |
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.
Awards —
Our Awards
Ahmad AR. BinDawood
CEO of the Year
Saudi Top Achiever Awards
Fahad Al Shibini, Danube
Store Manager of the Year, Danube
Retail Middle East Awards
