Solidarity Saudi Takaful Co. announces signing a Memorandum of Understanding with Aljazira Takaful Taawuni Company
| Element List | Explanation |
|---|---|
| Introduction | Solidarity Saudi Takaful Company announces the signing of a non-binding Memorandum of Understanding (the “MOU”) with Aljazira Takaful Taawuni Company on 23/10/1440H (corresponding to 26/06/2019) 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
Solidarity Saudi Takaful Company and Aljazira Takaful Company have agreed that, in the event the proposed merger occurs, it will be implemented by way of share swap where, after the proposed merger is completed, Aljazira Takaful Company will issue new shares to Solidarity Saudi Takaful Company shareholders in exchange for all issued shares of Solidarity Saudi Takaful Company
The two companies have initially agreed that the methodology used for valuation will be based on equity book value (after any mutually agreed due diligence adjustments) and that the swap ratio between Aljazira Takaful Company and the shareholders of Solidarity Saudi Takaful Company shall be calculated using the respective adjusted equity book value per share as at a mutually agreed Cut-Off Date
Solidarity Saudi Takaful Company has appointed Saudi Kuwaiti Finance House Co. (“SKFH”) as its financial advisor for the proposed merger |
| Signing date of the memorandum | 2019-06-26 Corresponding to 1440-10-23 |
| Signed party | Aljazira Takaful Taawuni Company |
| Memorandum Subject | Evaluation of a potential merger between Solidarity Saudi Takaful Company and Aljazira Takaful Taawuni Company |
| Memorandum Duration | The MOU would expire on the earlier of the signing of the merger agreement or at the end of the first quarter of 2020 |
| Related Parties | Not Applicable |
| Financial Impact | Solidarity Saudi Takaful Company will continue to announce any material developments regarding the proposed merger in accordance with the relevant laws and regulations
Meanwhile, Solidarity Saudi Takaful 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 Solidarity Saudi Takaful Company and Aljazira Takaful Company. 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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