Arabian Shield signs binding merger agreement with Alahli Takaful

Logos of Arabian Shield and Alahli Takaful

Arabian Shield Cooperative Insurance Co. signed today, July 12, a binding memorandum of understanding (MoU) with Alahli Takaful Co. (ATC).

This is in view of transferring ATC's assets and liabilities to Arabian Shield in return for issuing 1.43 shares of Arabian Shield against one share in ATC, to shareholders holding shares in ATC at the time of the extraordinary general (EGM) decision accepting the offer to merge.

The company said in a bourse statement that the merger will be done in exchange for new shares issued in the favor of Arabian Shield, without any additional financial consideration.

The requirements for announcing a firm intention to make an offer are fulfilled in accordance with the provisions of the merger agreement and pursuant to Paragraph (e) of Article 17 of the Merger and Acquisition Regulations, as follows:

- No person is acting in conjunction with Arabian Shield in relation to the merger.

- Arabian Shield does not own any shares in ATC, nor does it own options to purchase such shares.

- Arabian Shield did not receive any irrevocable undertakings from any party to vote in favor of the merger at the relevant EGM.

- There are no indemnity arrangements in relation to the shares of ATC involving Arabian Shield, ATC or any person acting in conjunction with ATC.

- The financial adviser of Arabian Shield, AlJazira Capital, is not bound to provide a confirmation that Arabian Shield has sufficient resources to satisfy the completion of the merger, given that the consideration payable by Arabian Shield does not include cash consideration in any respect.

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