Arabian Shield issues shareholders' circular, offer document for Alinma Tokio merger

Logos of Arabian Shield Cooperative Insurance Co. and Alinma Tokio Marine Co.

Arabian Shield Cooperative Insurance Co. published today, Sept. 21, the shareholders’ circular, the offer document and the transaction timeline in relation to the company's capital increase for merging with Alinma Tokio Marine Co. through a share swap.

Documents published today included the following:

1) Arabian Shield shareholders’ circular:

The shareholders’ circular, prepared by Arabian Shield and addressed to the latter’s shareholders, came in accordance with the requirements of Article (75) of the Capital Market Authority’s (CMA) rules on the offer of securities and continuing obligations with respect to Arabian Shield’s capital hike in order to merge with Alinma Tokio, through issuing new shares in Arabian Shield to Alinma Tokio’s shareholders. This is pursuant to Articles 225, 227, 228 and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition (M&A) Regulations.

The circular covers details of the merger, its terms and conditions and other related matters, including procedures required for the merger to take place and the related risks. The circular may be obtained through the websites of the CMA, Arabian Shield or its financial advisor (AlJazira Capital).

Arabian Shield’s board called on shareholders to carefully read and consider all information mentioned in the circular prior to making any voting decision. Those in doubt are advised to consult an independent CMA-licensed financial advisor on the merger and Arabian Shield’s financial situation.

2) Offer document issued by Arabian Shield to Alinma Tokio’s shareholders:

The offer document, addressed to Alinma Tokio’s shareholders, was prepared by Arabian Shield with respect to the latter’s offer to merge with Alinma Tokio by issuing new shares to Alinma Tokio’s shareholders, pursuant to Articles 225, 227, 228, and 229 of the CMA’s Companies Law and Articles 49 (a) (1) and 38 of the M&A Regulations.

The offer document is available on the websites of the CMA, Arabian Shield and AlJazira Capital.

Arabian Shield stressed that Alinma Tokio’s shareholders should carefully read and consider all information in the offer document and the board circular to be issued by Alinma Tokio’s board prior to making their voting decision. If in doubt, it is recommended that the shareholder should consult an independent financial advisor licensed by the CMA.

3) Transaction timeline:

The transaction timeline sets out the proposed dates for the main events for the implementation of the merger, in accordance with the requirements of Article 17 (c) of the M&A Regulations. The dates included therein are final. However, they may be altered or amended, depending on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the merger are satisfied. A copy of this timeline is enclosed with this announcement.

In a separate statement to Tadawul today, Alinma Tokio announced publishing its board’s circular, which includes the board's opinion on the offer submitted by Arabian Shield to Alinma Tokio’s shareholders on the merger deal. It also includes independent advice provided to Alinma Tokio’s board by the latter’s financial advisor, Yaqeen Capital.

Alinma Tokio’s board also called on shareholders to read the offer document and the board’s circular in detail before voting on any decision related to the merger deal.

Shareholders in doubt should consult an independent financial advisor licensed by CMA. They must thoroughly review the offer document and the board’s circular for more details about the merger, its terms and conditions, all related matters and procedures for the deal’s completion.

Alinma Tokio will also announce any material developments regarding the merger deal in due course.

Earlier this week, the CMA approved the application received from Arabian Shield to increase its capital from SAR 638.52 million to SAR 798.15 million by issuing 15.96 million ordinary shares to merge with Alinma Tokio and transfer all of the former’s assets and liabilities to the latter through a share swap, according to Argaam's data.

The transaction timeline, offer document and shareholders' circular are attached below:

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