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Announcement from Arabian Shield Cooperative Insurance Co. in regard to sign a binding merger agreement with Alinma Tokio Marine Co.
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement of Arabian Shield Cooperative Insurance Company (the "Company" or “Arabian Shield”) on Tadawul’s website on 20/05/1444H (corresponding to 14/12/2022G) regarding the signing of a non-binding Memorandum of Understanding (the “MoU”) with Alinma Tokio Marine Company ("Alinma Tokio”), in order to evaluate a potential merger between the two companies, the Company announces that it has signed a binding merger agreement with Alinma on 25/11/1444H (corresponding to 14/06/2023G) (the “Merger Agreement”) reflecting the agreement of both companies to merge through a share swap transaction, whereby Arabian Shield shall issue 0.5320944333333330000 ordinary shares in Arabian Shield against each issued share in Alinma Tokio (“Exchange Ratio”), to the benefit of the entitled shareholders in Alinma Tokio (i.e., shareholders owning the shares issued in Alinma Tokio on the effective date of the Merger Transaction) as consideration for the transfer of assets and liabilities of Alinma Tokio to Arabian Shield and without any cash consideration being paid (“Merger Transaction” or "Transaction" or “Merger”). All in accordance with applicable laws, notably the Companies Law issued by the Ministry of Commerce, the regulations of the Capital Market Authority (“CMA”), including the Mergers and Acquisitions Regulations, the Rules on the Offer of Securities and Continuing Obligations, the Listing Rules, as well as the relevant regulations of the Saudi Central Bank. Upon completion of the Merger Transaction, the rights, liabilities, assets and contracts of Alinma Tokio shall be transferred to the merging entity, and the merging entity shall become the legal successor of Alinma Tokio. In accordance with the Merger Agreement (and provided that the Merger is approved by all relevant governmental authorities and by the Extraordinary General Assemblies of Arabian Shield / Alinma Tokio, and after the expiration of the creditors’ objection period which is the first fifteen (15) days of the thirty (30) day period -at a minimum- prior to the date on which the extraordinary general assembly shall vote on the merger, or the date on which all creditors’ objections to the Merger are settled (as applicable) Arabian Shield will increase its share capital by issuing fifteen million nine hundred sixty-two thousand eight hundred thirty-three (15,962,833) new ordinary shares with a nominal value of ten (10) Saudi Riyals per share (the “New Shares”) to Alinma Tokio’s entitled shareholders based on the Exchange Ratio. The value of Arabian Shield's share capital will accordingly become seven hundred ninety-eight million one hundred fifty-two thousand nine hundred fifty (798,152,950) Saudi Riyals divided into seventy-nine million eight hundred fifteen thousand two hundred ninety-five (79,815,295) ordinary shares, out of which fifteen million nine hundred sixty-two thousand eight hundred thirty-three (15,962,833) shares representing twenty (20%) post capital increase will be held by the Alinma Tokio shareholders, noting that the new shares shall be issued to the eligible shareholders in Alinma Tokio, and that the Alinma Tokio's shares listed on Tadawul will be subsequently cancelled. Arabian Shield will announce any material developments regarding the proposed merger process, in accordance with the relevant laws and instructions. In the meantime, the Company intends to continue carrying on its business as usual until the completion of the proposed merger. |
| Previous Announcement | Arabian Shield Cooperative Insurance Co. announces signing a Memorandum of Understanding with Alinma Tokio Marine Co to evaluate a potential merger between the two companies |
| Date of Previous Announcement on Tadawul's Website | 2022-12-14 Corresponding to 1444-05-20 |
| Percentage of fulfilled achievement | Not Applicable |
| Event's Expected Completion Date | Not Applicable |
| Reasons for Exceeding the Announced End Date | Not Applicable |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | Not Applicable |
| Impact of the Delay on the Company's Financial Results | Not Applicable |
| Additional Information | For further information, please find attached the detailed announcement. |
| Attached Documents |  |
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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