MetLife AIG ANB Cooperative Insurance Company announces the signing of a Memorandum of Understanding with Walaa Cooperative Insurance Company (“Walaa”).
| Element List | Explanation |
|---|---|
| Introduction | MetLife AIG ANB Cooperative Insurance Company (the “Company”) announces the signing of a non-binding Memorandum of Understanding (the “MOU”) with Walaa 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 Walaa 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, Walaa will issue new shares to the Company’s shareholders in exchange for all issued shares of the 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 Walaa and the shareholders of the Company shall be calculated using the respective reported book value per share of Walaa and the Company in their most recent financial statements published on or before the date of signing of the merger agreement.
The Company has appointed Saudi Kuwaiti Finance House as its financial advisor for the proposed merger. |
| Signing date of the memorandum | 2019-06-18 Corresponding to 1440-10-15 |
| Signed party | MetLife AIG ANB Cooperative Insurance Company
Walaa Cooperative Insurance Company |
| Memorandum Subject | Evaluation of a potential merger between MetLife AIG ANB Cooperative Insurance Company and Walaa Cooperative Insurance Company |
| Memorandum Duration | 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 |
| Financial Impact | 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. |
| Additional Information | 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 Walaa. 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 |
Comments