NADEC’s acquisition of Al Safi Danone Company (ASD)

Abuhimed AlSheikh AlHagbani (AS&H) in co-operation with Clifford Chance advised NADEC on the acquisition of Al Safi Danone Company (ASD).

This transaction will reinforce NADEC’s position as a leading regional dairy and beverage player.

Pursuant to the terms of the Agreement, NADEC has agreed to acquire (i) thirty-four million nine hundred and fifty-four thousand seven hundred and ten (34,954,710) shares in ASD from Al Safi Holding (representing 83% of the share capital of ASD); and (ii) seven million one hundred and fifty-nine thousand two hundred and ninety (7,159,290) shares in ASD from DDII (representing 17% of the share capital of ASD) (collectively, the “Sale Shares”) in consideration for issuing (i) forty-four million four hundred and seventy-six thousand two hundred and fifty-seven (44,476,257) shares in NADEC to Al Safi Holding (representing 32.16% of the share capital of NADEC); and (ii) nine million one hundred and nine thousand four hundred and fifty-seven (9,109,457) shares in NADEC to DDII (representing 6.59% of the share capital of NADEC) (collectively, the “Consideration Shares”) to be implemented by way of a capital increase (the “Transaction”). Following completion of the Transaction, the number of shares in NADEC will increase from 84,700,000 to 138,285,714, which represents an increase in the share capital of NADEC from SAR 847,000,000 to SAR 1,382,857,140.

NADEC has appointed Morgan Stanley Saudi Arabia as its financial advisor and Abuhimed Alsheikh Alhagbani Law Firm (AS&H) in cooperation with Clifford Chance as its legal advisor. ASD has appointed Goldman Sachs Saudi Arabia as its financial advisor. Al Safi Holding has appointed Abdulaziz Alajlan & Partners in association with Baker & McKenzie Limited as its legal advisor and DDII has appointed Freshfields Bruckhaus Deringer LLP.

The team was led by Majid Al-Sheikh (AS&H Partner, Head of Corporate, Riyadh) supported by Daniel Royle (Clifford Chance Counsel seconded to AS&H), Basel Al-Hadidi (Clifford Chance Associate seconded to AS&H), Naif Alosaymi (AS&H Associate), Mais Alomar (AS&H Associate), Haifa Al-Damegh (AS&H Associate), Adnan Syed (Clifford Chance Associate seconded to AS&H) and Rizwan Butt (Clifford Chance Associate seconded to AS&H).

Baker McKenzie has acted for Al Safi Holding on the deal with a team led by Riyadh partner Karim Nassar and partner David Monnier, alongside associate Alia AlSalloum.

Involved fees earner: Majid Al-Sheikh – Abuhimed AlSheikh AlHagbani (AS&H); Naif Alosaymi – Abuhimed AlSheikh AlHagbani (AS&H); Mais Alomar – Abuhimed AlSheikh AlHagbani (AS&H); Haifa Al-Damegh – Abuhimed AlSheikh AlHagbani (AS&H); Karim Nassar – Baker McKenzie; David Monnier – Baker McKenzie; Alia AlSalloum – Baker McKenzie; Daniel Royle – Clifford Chance; Basel Al-Hadidi – Clifford Chance; Adnan Syed – Clifford Chance; Rizwan Butt – Clifford Chance;

Law Firms: Abuhimed AlSheikh AlHagbani (AS&H); Baker McKenzie; Clifford Chance;

Clients: National Agricultural Development Company (NADEC); Al Safi Holding;

Author: Michael Patrini.