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Buruj Cooperative Insurance Company (Buruj) announces the start of the creditors’ objection period in relation to the merger deal with Mediterranean and Gulf Insurance and Reinsurance Company (Medgulf)
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement made by Buruj Cooperative Insurance Co. (“Buruj” or the “Merged Company”) on the Saudi Exchange website on 02/02/1447H (corresponding to 27/07/2025G) in relation to its entry into a binding merger agreement with the Mediterranean and Gulf Insurance and Reinsurance Co. (“Medgulf” or the “Merging Company”, and together with Buruj, the “Companies”), pursuant to which Buruj will be merged into Medgulf and all of Buruj’s rights, liabilities, assets and contracts will be subsumed by Medgulf in exchange for Medgulf’s issuance of thirty-three million, one hundred fifty-seven thousand, eight hundred ninety-four (33,157,894) new ordinary shares with a nominal value of ten (SAR 10) Saudi Riyal each in Medgulf to Buruj’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, and in accordance with the conditions and provisions of the Merger Agreement (the “Merger”), and with reference the subsequent development announcement on 16/03/1447H (corresponding to 08/09/2025G) in relation to the issuance of the approval of the Insurance Authority on the Merger and on certain related items. Whereas the previous announcement stated that the Merger is subject to a number of conditions, including obtaining CMA’s approval on Medgulf’s capital increase application and the CMA's approval on the publication of the offer timetable and the offer document to Buruj's shareholders, Buruj is pleased to announce the issuance of the CMA's approval, issued on 30/03/1447H (corresponding to 22/09/2025G) on Medgulf's capital increase application to merge Buruj into Medgulf through a securities exchange offer. Therefore, in accordance with Article (227) of the Companies Law, Buruj announces the start of Buruj’s creditors’ objection period in relation to the Merger, pursuant to which the creditors’ objection period will start today Wednesday, 02/04/1447H (corresponding to 24/09/2025G) and end at the end of Thursday, 17/04/1447H (corresponding to 09/10/2025G). Accordingly, any creditor of Buruj has the right to object to the Merger by sending a registered letter to the company's head office located in Al Thoumamah Road - An Nada District P.O. Box 51855 Riyadh 11553 Kingdom of Saudi Arabia, or by e-mail; invest@burujinsurance.com. It should be noted that objections do not suspend the Merger, and in the event of an objection, the Merged Company shall pay the relevant debt if it is due or provide sufficient guarantee or collateral to the creditor for the settlement of the relevant owed amount if it is not yet due. If a creditor objects during the objection period and the Merged Company fails to settle the due debt or provide sufficient guarantee for a deferred debt, the creditor can approach the competent judicial body no later than 10 days prior to the date set to resolve on the Merger. The competent judicial body can then order the debt be settled if due, or guarantee provided if deferred. If it finds that the Merger would significantly harm the objecting creditor without the companies being able to settle the debt or provide the guarantee, it may order a suspension or postponement of the Merger, with its decision issued before the effectiveness of the Merger resolution. If the judicial body does not resolve the creditor’s objection before the Merger becomes effective and later confirms the creditor’s claim, it may issue a decision to compensate the creditor for damages resulting from the Merger. Buruj notes that the Merger completion is still subject to a number of conditions not yet satisfied, including mainly the approval of the shareholders of both companies. Buruj will make further announcements as and when material developments occur in relation to the Merger. |
| Previous Announcement | Buruj Cooperative Insurance Company (Buruj) announcement of the issuance of the approval of the Insurance Authority on the Merger. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-09-08 Corresponding to 1447-03-16 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The issuance of the CMA’s approval on Medgulf’s capital increase application and the publication of Medgulf's offer document and the transaction timetable; and the start of Buruj’s creditors’ objection period. |
| 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. |
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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