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United Cooperative Assurance Company announces its firm intention to make an offer to acquire all shares held by the shareholders in Saudi Enaya Cooperative Insurance Company through an exchange of shares
| Element List | Explanation |
|---|---|
| Introduction | Further to the announcement made by United Cooperative Assurance Company (the "Company" or “UCA”) on Tadawul’s website on 12 Dhu Alqiada 1444H (corresponding to 01June2023G) (the "Merger Announcement") regarding the signing of a binding merger agreement (the “Merger Agreement”) with Saudi Enaya Cooperative Insurance Company ("Enaya”), 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, UCA announces its firm intention to make an offer to the shareholders of Enaya 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 agreement with UCA in relation to the Merger. 2. UCA does not own any shares in Enaya, nor does it own options to purchase such shares. 3. UCA 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 Enaya involving UCA, Enaya or any person acting in agreement with Enaya. 5. The financial adviser of UCA (Alinma Investment) is not bound to provide a confirmation that UCA has sufficient resources to satisfy the completion of the Merger given that the consideration payable by UCA does not include cash consideration in any respect. Please refer to the Merger Announcement for additional information relating to the Merger 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. |
| Previous Announcement | United Cooperative Assurance Company announces signing a binding Merger Agreement with Saudi Enaya Cooperative Insurance Company. |
| Date of Previous Announcement on Tadawul's Website | 2023-06-01 Corresponding to 1444-11-12 |
| Percentage of fulfilled achievement | N/A |
| Event's Expected Completion Date | N/A |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | N/A |
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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