Logos of Amana Cooperative Insurance and Saudi Enaya Cooperative Insurance

Saudi Enaya Cooperative Insurance Co. published the board of directors' circular relating to the merger agreement with Amana Cooperative Insurance Co.
 

The move is in accordance with the requirements of Article 39 of the merger and acquisition regulations issued by the Capital Market Authority (CMA), which includes the opinion of Saudi Enaya’s board in respect of the offer addressed to its shareholders for the purpose of merging with Amana Insurance.
 

The company said in a bouse filing that the offer includes the recommendation made for Saudi Enaya by BMG Financial, the deal’s independent financial advisor.

 

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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