Americana: Adeptio took it private for $2.4bn, 2022 ADX relisting valued it at $6bn

Americana, founded in Kuwait in 1964, introduced American fast food to the Middle East and grew into the region's largest quick-service restaurant operator, holding the KFC and Pizza Hut franchises across Arab markets alongside its own consumer food brands. By 2014 its anchor shareholder, Al-Khair National for Stocks and Real Estate, controlled by the Al-Kharafi family, wanted out. The family spent more than two years seeking a buyer, and talks with a consortium led by Mohamed Alabbar collapsed at the end of May 2016 with no explanation given to the bourse.

Weeks later the deal came back stronger. Adeptio, Alabbar's vehicle with Goldman Sachs advising, signed a binding agreement to buy Al-Khair's roughly 69% stake at KD2.650 per share — a 26% premium to the last close — valuing the purchase at about $2.36bn. The price also became the mandatory tender offer for every remaining share, which Americana's board formally endorsed as fair in January 2017. Alabbar had bought the whole company, not a block of stock. One month after completion, Saudi Arabia's Public Investment Fund bought 50% of Adeptio Holdings from Alabbar, who kept the rest.

Six years later the ownership reshuffle was repriced. In November 2022 Americana Restaurants sold a 30% stake — over 2.52 billion shares — in a dual listing on the Abu Dhabi Securities Exchange and Saudi Arabia's Tadawul. The order book reached $105bn, roughly 58 times oversubscribed; the price fixed at Dh2.62 implied a $6.01bn equity value and the offering raised $1.8bn.

The implied whole-company value moved from about $3.4bn in 2016 to $6.01bn in 2022. The decision that made the difference was taking the entire register at one price: it kept the franchise network unified under an owner with a six-year horizon, and it let PIF's entry set up the Saudi leg of the relisting that monetised it.

Adeptio paid ~$2.36bn for 69% in 2016; the 2022 ADX/Tadawul relisting sold 30% for $1.8bn at a $6.01bn equity value, 58 times oversubscribed.

The Al-Kharafi family had sought a sale since 2014, but a piecemeal exit risked fragmenting the region's most valuable franchise network; Adeptio's single-buyer offer solved that intact.

Paying a 26% premium and running the mandatory tender offer at the same KD2.650 price cleared out minority shareholders and gave Adeptio full decision rights over capex, expansion and eventual exit.

PIF buying half of Adeptio Holdings a month after completion tied Saudi sovereign capital into the equity story and later anchored the Saudi tranche of the 2022 listing.

The 2022 relisting was timed to peak Gulf liquidity: a 30% float and a $105bn order book would not have been available to a company without a clean ownership history and institutional governance.

A dispersed franchise business is worth less than its contracts when the owner needs liquidity. Full control by one buyer preserved the network; a sovereign partner enabled the relisting.

Americana Restaurants began trading on ADX and Tadawul in December 2022 with a dividend policy committing roughly 75% of second-half 2022 net profit to shareholders and at least 50% annually from 2023. The company kept expanding its brand portfolio across the Middle East, though regional consumption swings later dented quarterly revenue. The deal became the template for Gulf sponsor-backed listings: take a family business private, bring in a sovereign fund, relist into a bull market.