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Saudi Enaya Cooperative Insurance Company (Enaya) announces its entry into a binding merger agreement with the Salama Cooperative Insurance Company (Salama)
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement made by Saudi Enaya Cooperative Insurance Co. (“Enaya” or the “Merged Company”) on the Saudi Exchange website on 26/08/1446H (corresponding to 25/02/2025G) regarding signing a memorandum of understanding with the Salama Cooperative Insurance Co. (“Salama” or the “Merging Company” , and together the “Companies”) to evaluate a potential merger between the Companies, and the subsequent development announcement on 11/09/1446H (corresponding to 11/03/2025G) regarding the appointment of the financial adviser, and the subsequent development announcement on 05/12/1446H (corresponding to 01/06/2025G) in relation to obtaining the General Authority for Competition’s non-objection on the completion of the economic concentration resulting from the Merger (as defined below), Enaya is pleased to announce its entry into a binding merger agreement with Salama on 20/02/1447H (corresponding to 14/08/2025G) (the “Merger Agreement”) pursuant to which Enaya will be merged into Salama and all of Enaya’s rights, liabilities, assets and contracts of Enaya will be subsumed by Salama in exchange for Salama’s issuance of (Eighteen Million Eight Hundred Ninety Four Thousand (18,984,000) new ordinary shares with nominal value of ten (SAR 10) Saudi Riyal each in Salama to Enaya’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”). It is noted that the Merger Agreement will result in the delisting of Enaya’s shares, as Enaya will cease to exist and all its rights and obligations will be transferred to Salama. it is worth noting that the simultaneous announcement by Salama of the signing of the Merger Agreement represents an announcement of its firm intention to make an offer pursuant to the Merger and in accordance with the conditions and provisions of the Merger Agreement. For further details about the Merger, and the related offer, conditions, termination terms, rationale and other details, please refer to the attached document. Enaya will announce any material developments relating to the Merger in due course. |
| Previous Announcement | The issuance of the non-objection of the General Authority for Competition on the completion of the economic concentration resulting from the Merger. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-06-01 Corresponding to 1446-12-05 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | Enaya’s entry into a binding merger agreement with Salama on 20/02/1447H (corresponding to 14/08/2025G). Please review the attached document for more details. |
| Reasons For The Delay on The Date of The Event Previously Announced | Not Applicable |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | Not Applicable |
| Delay consequences on the Company’s financial results | Not Applicable |
| Additional Information | The expected timeline of the Merger will be included in Enaya Board circular and offer document that will be published after obtaining the regulatory approvals. |
| 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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