Logos of Arabian Shield and ATC
AlAhli Takaful Co. (ATC) published the board of directors' circular relating to the merger agreement with Arabian Shield Cooperative Insurance Co., 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 ATC’s board in respect of the offer addressed to ATC shareholders for the purpose of merging ATC in Arabian Shield.
The company said in a bouse filing that the offer includes the independent advice provided to ATC’s board by FALCOM Financial Services which has been appointed as the financial advisor in connection to the merger.
Meanwhile, Arabian Shield published the following documents relating to the merger:
1) The offer document to ATC’s shareholders, which includes all the details related to the offer by Arabian Shield to ATC’s shareholders for the purpose of merging ATC into Arabian Shield in consideration for Arabian Shield issuing new shares to ATC’s shareholders prepared in accordance with Article 38 of the Merger and Acquisition Regulations.
2) Arabian Shield’s shareholders circular in relation to increasing its share capital for the purpose of merging ATC into Arabian Shield in consideration for Arabian Shield issuing new shares to ATC’s shareholders prepared in accordance with the rules on the offering of securities and continuing obligations issued by CMA's board.
3) Transaction timeline that 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 merger and acquisitions regulations.
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Merger Details |
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Method of Merger |
By merging ATC with Arabian Shield and transferring all of ATC’s assets and liabilities to Arabian Shield. |
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Merger Value |
If the merger has been approved by all relevant government authorities and EGMs of both companies, Arabian Shield will increase its share capital from SAR 400 mln to SAR 638.52 mln by issuing 23.85 mln new ordinary shares. |
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Nominal Value |
SAR 10 per share |
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Swap Ratio |
Issuance of 1.43 shares of Arabian Shield against one share in ATC |
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Capital of Merged Entity |
SAR 638.52 mln |
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Ownership of Arabian Shield Shareholders Upon Merger Completion |
62.64% |
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Ownership of ATC Shareholders Upon Merger Completion |
37.36% |
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