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Dallah Healthcare Company announces the signing of a non-binding Memorandum of Understanding with Ayyan Investment Company in connection with the purchase of its shares in Al Ahsa Medical Services Company and Al Salam Medical Services Company
| Element List | Explanation |
|---|---|
| Introduction | Dallah Healthcare Company (The “Company”) announces the signing of a non-binding memorandum of understanding ("MoU") with Ayyan Investment Company in connection with the purchase of its shares in AlAhsa Medical Services Company (97.4%) of the company capital (the owner of Al Ahsa hospital in AlAhsa) and the purchase of Ayyan Investment Company shares in Al Salam Medical Services Company (100%) of the company capital (the owner of Al Salam hospital in Al Khober) by way of share swap or in a manner to be agreed by the parties. The MoU between the Company and Ayyan Investment Company is in connection with the swap of shares in Al Ahsa Medical Services Company and Al Salam Medical Services Company held by Ayyan Investment Company against the issuance of new shares in the Company by way of capital increase, or in a manner to be agreed by the parties (the "Proposed Transaction"). The parties have agreed on an initial valuation. The final value of the proposed transaction will be determined after completing the necessary studies and the due diligence process. |
| Date of signing the Memorandum of Understanding | 2024-02-25 Corresponding to 1445-08-15 |
| Memorandum Duration | The MoU shall be effective from the date it is executed between the parties and shall be valid for (180) days unless otherwise agreed by the parties in writing. |
| Name of the Counterparty | Ayyan Investment Company. |
| Name of Financial Advisor of Each Party | The Company has appointed AlJazira Capital Company (AlJazira Capital) as a financial advisor in respect of the Proposed Transaction. |
| Major Terms in the Memorandum | The parties agree preliminarily that the consideration payable by the Company to Ayyan Investment Company shall include the form of issuance of new shares in the Company, and the parties will agree on the final form of consideration at a later stage. |
| Related Parties | There are no related parties involved. |
| Actions to be Taken by the Company during the Memorandum’s Duration | The Proposed Transaction is subject to satisfactory completion of financial, tax and legal due diligence. |
| Approvals | The Proposed Transaction is subject to obtaining the regulatory approvals of the competent authorities and the approval of the Company's Extraordinary General Assembly. |
| Additional Information | This announcement does not mean that the Proposed Transaction will be agreed between the parties. Any developments regarding the Proposed Transaction will be announced in due course The signing of the memorandum of understanding is part of Dallah Health's continuous growth and sustainability strategy. This strategy aims to expand and geographically spread within the Kingdom, contributing to improving the efficiency of services for Dallah Health's visitors and enhancing the quality of the provided services. |
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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