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Gulf General Cooperative Insurance Co. announces the termination of the Merger Agreement with Gulf Union Al Ahlia Cooperative Insurance Co. and the cancellation of the Merger proposal
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement made by Gulf General Cooperative Insurance Co. (“GGI” or the “Company”) on the Saudi Exchange website on 09/06/1446H (corresponding to 10/12/2024G) in relation to its entry into a binding merger agreement with Gulf Union Al Ahlia Cooperative Insurance Co. (“GUAI” or “Offeror”) pursuant to which GGI will be merged into GUAI which will result in all rights, liabilities, assets and contracts of GGI being subsumed into GUAI in exchange for GUAI’s issuance of 22,823,227 newly issued shares with nominal value of SAR 10 each in GUAI to GGI’s shareholders pursuant to Article (225) and Articles (227) to (229) of the Companies Law, Article (49)(a)(1) of the Merger and Acquisition Regulations and in accordance with the Rules on the Offer of Securities and Continuing Obligations issued by the board of the Capital Market Authority (the “CMA”), and in accordance with the conditions and provisions of the Merger Agreement (the “Merger”), and with reference to its subsequent development announcement on 28/08/1446H (corresponding to 27/02/2025G), in relation to the publication of the Circular of its Board of Directors including the Board’s opinion about the Merger between GUAI and GGI, and with reference to the Offer Document published by the Offeror and addressed to the Company’s shareholders concurrently. Whereas the Circular of its Board of Directors and Offer Document stated that the Merger is subject to conditions including no Material Adverse Event (“MAE”) occurring and being continuing, and MAE being defined to include a decrease in the final valuation of one of the companies of 15% or more as of 30 June 2024, and given that an MAE has occurred to GGI, and after discussion with the Offeror, the companies entered into a termination agreement on 25/09/1446H (corresponding to 25/03/2025G). Pursuant to the termination agreement, the Merger has been cancelled and the offer made by GUAI cancelled. The Company will take necessary steps to cancel the upcoming general assembly to be held on 27/09/1446H (corresponding to 27/03/2025G), relating to the Merger, the details of which will be announced separately. The Company would like to extend its thanks to the board and management team of GUAI for their efforts during the past period, wishing them and GUAI shareholders well. |
| Previous Announcement | Gulf General Cooperative Insurance Co. Announces the publication of the Circular of its Board of Directors which includes the opinion of the Board of Directors of Gulf General Cooperative Insurance Co. regarding the offer submitted to the shareholders of Gulf General Cooperative Insurance Co regarding the merger deal with Gulf Union Alahlia Cooperative Insurance Co. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-02-27 Corresponding to 1446-08-28 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The termination of the Merger Agreement with Gulf Union Alahlia Cooperative Insurance Co. and the cancellation of the Merger proposal and its offer in this regard. |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | The Company incurred the costs of the advisers, fees of regulatory authorities and other fees related to the preparation for the Merger. Such costs to date are approximately SAR [5.3] million without VAT. The parties agreed no party will pay any breakup fees. |
| Additional Information | None |
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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