Knauf bids SAR 57 a share for the rest of United Mining Industries

Knauf International GmbH has offered SAR 57 in cash for each of the 5,149,331 shares in United Mining Industries (UMI) that it does not already own, it said in an announcement on the Saudi Exchange on 22 June.

The offer would cost SAR 293,511,867 if every share were tendered and would make UMI a wholly owned Knauf subsidiary, after which Knauf says it intends to seek delisting from Tadawul. Knauf, which the announcement describes as part of the family-owned Knauf Group, already holds 63.2 per cent. It bought 8,850,669 UMI shares in a private transaction, and Knauf said on 13 May that it had completed the purchase at SAR 57 per share, for approximately SAR 504.5 million. The announcement describes Knauf as UMI's only substantial shareholder. The two blocks together make 14,000,000 shares, a Data Desk sum. The group, founded in 1932, had about 43,500 employees and sales of EUR 15.6 billion in 2024, the announcement says.

The tender offer is not conditional on a minimum acceptance, the announcement says. Knauf buys only the shares validly tendered, and holders who do not tender keep theirs. Shares must be freely transferable and unencumbered, and Knauf may reject shares that do not comply. Results are to be announced no later than half an hour before the market opens on the day after the offer closes. Lazard Saudi Arabia, Knauf's financial adviser, confirmed that Knauf's financial and practical resources are sufficient for full acceptance.

Because Knauf is already a 63.2 per cent shareholder, the announcement treats the offer as a related-party transaction and makes approval by UMI's independent shareholders a prerequisite for launching it. Three UMI directors who hold positions at Knauf declared interests and would abstain from voting on launching the offer.

The Capital Market Authority approved the publication of the offer document and the proposed offer timetable on 21 September, its notice shows; the notice gives no dates and no price. The offer document, which the CMA hosts in Arabic, sets the acceptance period from 27 September to 4 November and gives 18 November as the expected date of payment to selling shareholders (translations ours).

Decypha reported on 6 October that UMI's board unanimously recommended acceptance, describing the terms as "fair and reasonable", with Alkhair Capital as independent financial adviser. Its report gives the premium as 26.7 per cent over the SAR 45 close on 21 January and 2.7 per cent over the SAR 55.50 close on 24 September.

Knauf says that if its ownership reaches 90 per cent it could pursue a squeeze-out through a mandatory offer, subject to CMA approval, and that after completion it intends to seek delisting from Tadawul. The announcement warns: "Upon delisting, there will no longer be a public market for trading UMI's shares." It also says completion is not guaranteed.

Delisting is a further step that Knauf says it will seek, not part of the tender itself. Our 27 October report counted the other direction: of seven Main Market flotations approved between 26 November 2025 and 31 March 2026, one has a prospectus on the CMA's register, as we reported on 27 October. The CMA's approval of the Knauf offer document was among the decisions of 21 September that we listed on 24 October.