MEDGULF, Buruj sign MoU for potential merger

Logos of  Mediterranean and Gulf Insurance and Reinsurance Co. (MEDGULF) and Buruj Cooperative Insurance Co.

The Mediterranean and Gulf Insurance and Reinsurance Co. (MEDGULF) and Buruj Cooperative Insurance Co. signed a non-binding memorandum of understanding (MoU) to evaluate the feasibility of a potential merger.

In two separate statements on Tadawul, the two companies said they will begin the verification and due diligence for the financial, tax, legal and actuarial aspects to enter into non-binding discussions regarding the details of the terms and conditions of the potential deal.

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The MoU was signed on July 27, 2024, and is effective from the signing date until the completion of the potential deal, the termination of negotiations by either party, or one year from the signing date, whichever is earlier. The MoU’s obligations, including confidentiality, will continue for three years.

According to the MoU, MEDGULF will be the merging company through a share-swap deal.

MEDGULF will raise its capital by issuing new shares to Buruj shareholders, based on the agreed swap ratio.  

The two companies agreed to negotiate the definitive agreements for the potential deal, including the commercial provisions of determining the final structuring and the swap ratio.

The MoU included several clauses generally accepted in such agreements, which regulate the confidentiality of information, restrictions on trading, and other related matters.

The two parties stated that the potential deal is subject to agreeing on a final binding agreement that specifies the terms and conditions of the potential deal.

These conditions include obtaining all necessary regulatory approvals and the nod of the extraordinary general assemblies (EGMs).

Accordingly, the MoU does not necessarily mean that the two parties will reach a final and binding agreement regarding the potential deal or that the proposed deal will take place.

The two companies will work to fulfill all requirements related to the potential deal, including conducting the necessary due diligence, concluding the final binding agreement, obtaining regulatory approvals, and presenting the potential deal to shareholders in accordance with the relevant laws and regulations.

The potential deal is subject to a bundle of regulatory approvals, including the approval of the Insurance Authority (IA), Capital Market Authority (CMA), Saudi Exchange (Tadawul), and the General Authority for Competition (GAC), in addition to the EGMs’ approval.

MEDGULF appointed HSBC Saudi Arabia as a financial advisor and Khoshaim as a legal advisor for the potential deal. Buruj will announce the financial advisor upon its appointment.

The two companies will disclose any fundamental developments on the potential deal in due course.

There are currently no related parties, the companies said.