Sarrai Group Limited signed an agreement to acquire Hima Cement Ltd. from Cementia Holding AG Zurich and Bamburi Cement Plc (NASE:BAMB) for $123 million on November 14, 2023. The Consideration for 100% of the shares in Hima is $120 million (i) less any debt of Hima at Completion, (ii) plus any cash held by Hima at Completion, and (iii) plus any working capital in excess of UGX 48,000,000,000/- . Details of how to calculate such adjustments are set out in the Share Purchase Agreement.

The final Consideration will be known approximately ninety days after Completion. Himcem?s share of the Consideration will be 70% of the Consideration and Cementia?s share of the Consideration will be 30% of the Consideration. In addition to the Consideration, the Purchasers shall pay $3 million to Himcem and Cementia the Earn Out Amount, if the consolidated EBITDA of Hima (based on its audited financial statements for the year 2023)is equal to or exceeds UGX 77,958,636,372.

The details of how to calculate the EBITDA are set out in the Share Purchase Agreement. The Purchasers shall pay out the Earn Out Amount shortly upon Himcem and Cementia providing the Purchasers with their calculation of the EBITDA. Himcem?s share of the Earn Out Amount will be 70% of the Earn Out Amount and Cementia?s share of the Earn Out Amount will be 30% of the Earn Out Amount.

In the year 2022, Hima Cement had revenue of $0.14 million EBIT of $1.26 million and total assets $175 million and equity of $17.14 million and cash and cash equivalents of $11.83 million. The Completion of the Transaction is subject to fulfillment of the following conditions: the Ugandan Minister of Energy and Mineral Development having granted his or her unconditional consent, approval, clearance, confirmation or licence for the transfer of the mineral rights under the applicable laws in Uganda and the approval of the Transaction by the general meeting of the shareholders of Bamburi. The parties to the Share Purchase Agreement estimate that the Transaction will complete early in the first quarter of 2024.

Coulson Harney LLP acteed as legal advisor and Rsm Ashvir acted as accountant to Bamburi Cement Plc (NASE:BAMB).