The Public Investment Fund of The Kingdom of Saudi Arabia, Ades Investments Holding Ltd, and Zamil Group Investment Co made an offer to acquire the remaining stake of 31.2% in ADES International Holding PLC (LSE:ADES) for approximately $160 million on March 8, 2021. The Public Investment Fund of The Kingdom of Saudi Arabia, Ades Investments Holding Ltd, and Zamil Group Investment Co reached an agreement to acquire the remaining stake of 31.2% in ADES International Holding PLC. The consideration of $12.5 per share will be paid in cash. The offer price values the existing issued share capital of ADES International at approximately $516 million. The cash consideration payable to ADES Shareholders under the terms of the Offer will be financed by the cash resources of the Public Investment Fund. Pursuant to an implementation agreement dated March 8, 2021, ADES International has agreed that, if the Offer becomes, or is declared, unconditional in all respects, it will make an application to the Financial Conduct Authority for the cancellation of the listing of the ADES Shares and to London Stock Exchange plc for the cancellation of the admission to trading of the ADES Shares on the London Stock Exchange's main market for listed securities. The Public Investment Fund will provide the financing required to acquire the ADES Shares. After the completion of the transaction, ADES International will be re-registered as a private limited company. The transaction is subject to receiving valid acceptances in respect of not less than approximately 56.9% of the existing share capital of ADES International, excluding those ADES Shares which are held by ADES Investments and Zamil Investments; the disapplication resolution being duly passed by the requisite number of ADES Shareholders at a general meeting of ADES International; and any antitrust clearance required having been received including approval from The Saudi General Authority for Competition, or the relevant waiting period having expired, in each case under the merger control regime in the Kingdom of Saudi Arabia with respect to the Offer. Acceptance Condition which, in order to be satisfied, requires the receipt of valid acceptances of the Offer in respect of not less than 8,768,741 ADES Shares to which the Offer relates. The Independent Directors of ADES International consider the terms of the Offer to be fair and reasonable and intend unanimously to recommend that ADES Shareholders accept the Offer. Ades Investments Holding Ltd and Zamil Group intends to exercise its rights regarding compulsory acquisition if they acquire not less than nine-tenths of the ADES shares. As of April 12, 2021, the Acquisition having been deemed approved by the Saudi General Authority for Competition (GAC) because the applicable waiting period as prescribed in the Competition Law issued by Royal Decree No. (M/75) dated 20/06/1440H and its Implementing Regulations issued by GAC Board Resolution o. (337) dated 25/1/1441H has expired without the GAC issuing any notice or decision to any of the parties or by way of public announcement. The Governor or Board of GAC having confirmed in writing (addressed to all or any of the Parties, as appropriate) that the requirement to file for economic concentration clearance does not apply (or has been waived) in respect of the Acquisition. Disapplication Resolution is also approved by ADES Shareholder. Now, transaction remains conditional only on Acceptance Condition. As of April 20, 2021, 33.77% stake was tendered and offeror holds 95.98% stake, therefore all conditions for the transaction fulfilled and hereby offer declared unconditional. As of April 22, 2021, Innovative Energy has acquired or contracted to acquire 98.6% of ADES International and is commencing the compulsory acquisition process to acquire the remainder of the ADES Shares. The completion of the offer will occur during the second quarter of 2021. As of March 11, 2021, the closing date of the offer will be April 20, 2021. As of April 20, 2021, offeror further announces that the Offer will remain open until on May 4, 2021. Mohamed Fahmi, Mohamed Abou Samra, and Nour Fahmy of EFG Hermes UAE Limited acted as financial advisors to Ades Investments. Rami Touma, Liam Beere, Wouter Leemhuis, Amit Kumar, and Andrew Coates of Moelis & Company UK LLP acted as financial advisors to Public Investment Fund. Tom Mercer and Neil Cuninghame of Ashurst LLP and Simon Fraser and Bilal Rana of Ashurst, Dubai acted as legal advisors to ADES Investments. Allen & Overy LLP acted as legal advisor to Public Investment Fund. Hill Dickinson LLP acted as legal advisor to ADES International. The Public Investment Fund of The Kingdom of Saudi Arabia, Ades Investments Holding Ltd, and Zamil Group Investment Co completed the acquisition of remaining stake of 31.2% in ADES International Holding PLC (LSE:ADES) on May 4, 2021. Chris Sim of Investec Bank plc and Henry Fitzgerald-O'Connor and James Asensi of Canaccord Genuity Limited acted as corporate brokers to ADES International.