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Gulf Union Al Ahlia Cooperative Insurance Co. announces its firm intention to make an offer to acquire all shares held by the shareholders in Al Sagr Cooperative Insurance Co. through an exchange of shares

8120
GULF UNION ALAHLIA
0.52 %
1444/09/05     27/03/2023 09:50:28

Element ListExplanation
Introduction Explanation

Further to the announcement made by Gulf Union Al Ahlia Cooperative Insurance Company (the "Company" or “Gulf Union Al Ahlia”) on Tadawul’s website on 30/08/1444H (corresponding to 22/03/2022G) (the "Merger Announcement") regarding the signing of a binding merger agreement (the “Merger Agreement”) with AlSagr Cooperative Insurance Company ("Al Sagr”), according to which both parties have agreed to undertake the necessary steps to implement the Merger Transaction pursuant to articles 225, 227, 228 and 229 of the Companies Law and subsection a.(1) of article 49 of the Merger and Acquisitions Regulations (“Merger Transaction” or "Transaction" or “Merger”).

Whereas the requirements for announcing a firm intention to make an offer are fulfilled in accordance with the provisions of the Merger Agreement and pursuant to Article 17 of the Merger and Acquisition Regulations, Gulf Union Al Ahlia announces its firm intention to make an offer to the shareholders of Al Sagr and to proceed with the Merger, and confirms each of the following as at the date of this announcement:

1. No person is acting in conjunction with Gulf Union Al Ahlia in relation to the Merger.

2. Gulf Union Al Ahlia does not own any shares in Al Sagr, nor does it own options to purchase such shares.

3. Gulf Union Al Ahlia has not received any irrevocable undertakings from any party to vote in favor of the Merger at the relevant extraordinary general assembly.

4. There are no indemnity arrangements in relation to the shares of Al Sagr involving Gulf Union Al Ahlia, Al Sagr or any person acting in conjunction with Al Sagr.

5. The financial adviser of Gulf Union Al Ahlia (Aljazira Capital) is not bound to provide a confirmation that Gulf Union Al Ahlia has sufficient resources to satisfy the completion of the Merger given that the consideration payable by Gulf Union Al Ahlia does not include cash consideration in any respect.

Please refer to the Transaction Announcement for additional information relating to the Transaction including (i) the structure of the Transaction and its terms including the agreed Exchange Ratio; (ii) the steps and conditions of the Transaction including the required regulatory approvals.

The Transaction Announcement can be accessed through the following link:

https://www.saudiexchange.sa/wps/portal/saudiexchange/newsandreports/issuer-news/issuer-announcements/issuer-announcements-details/!ut/p/z1/jZFdb4IwFIZ_ixdcLj3AWuruCmLFSAGBCb0xZSaOhK8szMV_P6bJkuEwnrsmz9vzvDlIogzJRp3Ko-rLtlHV8M4l2WNGwFhRCGCVOEAg5iRNqL7wTLQbAXGIIVqGvrmBLXAgSD6Sh4lh8Fj-F6A-JxAJFgWGhYG_PpCXfxG-NNyhwdyOFi7XgVtj4J-KF-Beh7sWBhkDAZtbw4q1zb0NMym5cbituUbyWLXF9WTvfd-9aKBBrw7q67PSBoW3tu5Uc47PddEOENUNmEJV0ziqR5k-DXgHlFkGJs8oHw5gTXaLCIp_5JkQQSoc13dFshepb7tblF8_kGO3_OIWqw_U1WmaQemVYb2jPS5wdxJPbDb7Bu-9sgM!/dz/d5/L0lHSkovd0RNQURrQUVnQSEhLzROVkUvZW4!/

Previous Announcement Gulf Union Al Ahlia Cooperative Insurance Co. announces signing a binding merger agreement with Al Sagr Cooperative Insurance Co.
Date of Previous Announcement on Tadawul's Website 2023-03-22 Corresponding to 1444-08-30
Percentage of fulfilled achievement Not applicable.
Event's Expected Completion Date Not applicable.
The costs associated with the event, and if they have changed or not with indication of the reasons. Not applicable.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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GULF UNION ALAHLIA
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Key Parameters
Last Price 15.42
Net Change 0.08 (+0.52%)
Value Traded (Sar) 1,505,910.32
Volume Traded 98,245
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