Arabian Shield Cooperative Insurance Co. announces its firm intention to make an offer to acquire all shares held by the shareholders in Alinma Tokio Marine Co. through an exchange of shares
| Element List | Explanation |
|---|---|
| Introduction | Further to the announcement made by Arabian Shield Cooperative Insurance Company (the "Company" or “Arabian Shield Company”) on Tadawul’s website on 26/11/1444H (corresponding to 15/06/2023G) (the "Merger Announcement") regarding the signing of a binding merger agreement (the “Merger Agreement”) with Alinma Tokio Marine Company ("Alinma Tokio”), according to which both parties have agreed to undertake the necessary steps to implement the Merger Transaction pursuant to articles 225, 227, 228 and 229 of the Companies Law and subsection a.(1) of article 49 of the Merger and Acquisitions Regulations (“Merger Transaction” or "Transaction" or “Merger”).
Whereas the requirements for announcing a firm intention to make an offer are fulfilled in accordance with the provisions of the Merger Agreement and pursuant to Article 17 of the Merger and Acquisition Regulations, Arabian Shield Company announces its firm intention to make an offer to the shareholders of Alinma Tokio and to proceed with the Merger, and confirms each of the following as at the date of this announcement:
1. No person is acting in conjunction with Arabian Shield Company in relation to the Merger.
2. Arabian Shield Company does not own any shares in Alinma Tokio, nor does it own options to purchase such shares.
3. Arabian Shield Company has not received any irrevocable undertakings from any party to vote in favor of the Merger at the relevant extraordinary general assembly.
4. There are no indemnity arrangements in relation to the shares of Alinma Tokio involving Arabian Shield Company, Alinma Tokio or any person acting in conjunction with Alinma Tokio.
5. The financial adviser of Arabian Shield Company ("Al Jazira Capital") is not bound to provide a confirmation that Arabian Shield Company has sufficient resources to satisfy the completion of the Merger given that the consideration payable by Arabian Shield Company does not include cash consideration in any respect.
Please refer to the Transaction Announcement for additional information relating to the transaction including (i) the structure of the Transaction and its terms including the agreed Exchange Ratio; (ii) the steps and conditions of the Transaction including the required regulatory approvals. |
| Previous Announcement | Announcement from Arabian Shield Cooperative Insurance Co. in regard to sign a binding merger agreement with Alinma Tokio Marine Co |
| Date of Previous Announcement on Tadawul's Website | 2023-06-15 Corresponding to 1444-11-26 |
| Percentage of fulfilled achievement | N/A |
| Event's Expected Completion Date | N/A |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | N/A |
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