Logos of Amana Cooperative Insurance and Saudi Enaya Cooperative Insurance

Amana Cooperative Insurance Co. signed, on April 29, 2021, a binding merger agreement with Saudi Enaya Cooperative Insurance Co., under which Saudi Enaya will be merged into Amana.

 

Upon completion of the merger, Saudi Enaya’s assets and liabilities will be transferred to Amana, the two companies said in separate bourse statements.

 

Amana was notified by the Saudi Enaya’s board of directors that if the terms of the merger agreement and the offer document comply with the terms of the merger set out in this announcement, they intend to recommend that Saudi Enaya shareholders vote in favor of the proposed decisions to approve the merger in Saudi Enaya’s upcoming extraordinary general meeting (EGM).

 

The opinion of Saudi Enaya’s board of directors on the merger will be included in the announcement of the company's EGM related to the merger, given that Amana announces its firm intention to proceed with the merger in accordance with Article 17 of the mergers and acquisitions regulations.

 

Key Figures of the Merger Deal

Merger method

Saudi Enaya will be merged into Amana, and all its assets and liabilities will be transferred to Amana.

Acquisition value

If Amana’s capital reduction is not finalized prior to the merger completion, Amana will issue 29.28 million new ordinary shares at a nominal value of SAR 10 each. If Amana’s capital reduction is finalized prior to the merger completion, Amana will issue 15.86 million new ordinary shares.

Nominal value

SAR 10 per share

Swap ratio

1.952 share of Amana for every 1 share of Saudi Enaya. This means that 1.057 shares in Amana will be issued for every 1 share owned in Saudi Enaya.

Amana’s new capital

SAR 532.76.  If Amana’s capital reduction is finalized prior to the merger completion, the new ordinary shares will be issued by increasing the capital of Amana to SAR 288.58 million.

Saudi Enaya shareholders ownership post-merger

55%

Amana shareholders ownership post-merger

45%

 

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