Logos of Saudi Enaya and Amana Insurance
Shareholders of Amana Cooperative Insurance Co. approved merger with Saudi Enaya Cooperative Insurance Co. during the extraordinary general assembly meeting (EGM) held yesterday, Jan. 9.
They also approved increasing the company’s capital from SAR 130 million to SAR 288.58 million, subject to the terms and conditions of the merger agreement and with effect from the merger date, pursuant to the Companies Law and the merger agreement, the company said in a statement to Tadawul.
On the other hand, Saudi Enaya shareholders rejected Amana’s merger offer during the EGM held on Jan. 9, the insurer said in a separate statement.
The shareholders rejected the terms and conditions of the merger agreement entered into by both companies on April 29, 2021.
They also disapproved the authorization of Saudi Enaya’s board of directors or any authorized member to adopt any resolution or take any action as may be necessary to put any of the above resolutions into effect.
Amana and Saudi Enaya signed a binding merger agreement on April 29, 2021.
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Key Figures of the Merger Deal |
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Merger method |
Saudi Enaya will be merged into Amana, and all its assets and liabilities will be transferred to Amana. |
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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. |
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Nominal value |
SAR 10 per share |
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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. |
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New entity’s capital |
SAR 532.76 million. 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. |
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Saudi Enaya shareholders ownership post-merger |
55% |
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Amana shareholders ownership post-merger |
45% |
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