Walaa Cooperative Insurance Company announces the signing of a Memorandum of Understanding with MetLife AIG ANB Cooperative Insurance Company
| Element List | Explanation |
|---|---|
| Introduction | Walaa Cooperative Insurance Company (the “Company”) announces the signing of a non-binding Memorandum of Understanding (the “MOU”) with MetLife AIG ANB Cooperative Insurance Company on 15/10/1440H (corresponding to 18/06 /2019) to evaluate a potential merger between the two companies. Both companies will conduct technical, financial, legal and actuarial due diligence and engage in non-binding discussions on the terms and conditions of the potential merger.
The Company and MetLife AIG ANB Cooperative Insurance Company have agreed that, in the event the proposed merger occurs, it will be implemented by way of an exchange of shares where, after the proposed merger is completed, The Company will issue new shares to MetLife AIG ANB Cooperative Insurance Company shareholders in exchange for all issued shares of MetLife AIG ANB Cooperative Insurance Company.
The two companies have initially agreed that the basis of the valuation will be using equity book value (after any mutually agreed due diligence adjustments) and that the exchange ratio between The Company and the shareholders of the MetLife AIG ANB Cooperative Insurance Company shall be calculated using the respective reported book value per share of The Company and MetLife AIG ANB Cooperative Insurance Company in their most recent financial statements published on or before the date of signing of the merger agreement.
The Company has appointed Aljazira Capital as its financial advisor for the proposed merger. |
| Date of signing the Memorandum of Understanding | 2019-06-18 Corresponding to 1440-10-15 |
| Memorandum Subject | Evaluation of a potential merger between Walaa Cooperative Insurance Company and MetLife AIG ANB Cooperative Insurance Company |
| Memorandum Duration | 120 days from the date of the MOU. |
| Name of the participating party | MetLife AIG ANB Cooperative Insurance Company |
| Name of Financial Advisor for each party | Appointed Aljazira Capital for both parties. |
| Important Terms in the Memorandum | The MOU would expire on the earlier of the signing of the merger agreement or after a period of 120 days from the date of the MOU. The MOU can be extended by mutual consent of the parties thereto. The parties can mutually agree to terminate the MOU by written notice at any time. |
| Related Parties | There are no related parties involved. |
| Procedures to be done by the company during the memorandum’s duration | The Company will continue to announce any material developments regarding the proposed merger in accordance with the relevant laws and regulations.
Meanwhile, the Company intends to continue to conduct business as usual until completion of the proposed merger. |
| Approvals | The proposed merger is subject to the completion of due diligence to the parties’ satisfaction, agreement on final terms and conditions of the merger agreement, and the approval of the competent authorities and the general assemblies of the Company and MetLife. The entry into the MoU does not mean that the proposed merger will be agreed between the two companies.
Further announcements will be made when appropriate. |
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