Mediterranean and Gulf Insurance and Reinsurance Company (Medgulf) announces the publication of the Offer Document and Shareholders’ Circular regarding the potential merger with Buruj Cooperative Insurance Company
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement made by The Mediterranean and Gulf Insurance and Reinsurance Company (“Medgulf” or the “Merging 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 Buruj Cooperative Insurance Company (“Buruj” or the “Merged Company”), 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 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 Medgulf’s announcement of its firm intention in making an offer in this respect, and with reference the subsequent development announcement on 02/04/1447H (corresponding to 24/09/2025G) in relation to the issuance of the approval of the CMA on the capital increase application for the purpose of the Merger and the approval of the publication of the offer timetable and the offer document to Buruj’s shareholders.
Whereas the announcement stipulated that the Shareholders’ Circular, the Offer Document and the Offer Timetable will be published at a later stage, Medgulf announces the publication of the following documents:
First: The Shareholders’ Circular issued by the Company to its shareholders which has been prepared in accordance with the requirements of Article (60) of the Rules on the Offer of Securities and Continuing Obligations in connection with the increase in the share capital of Medgulf for the purpose of merging Buruj into Medgulf which will result in all rights, liabilities, assets and contracts of Buruj being subsumed into Medgulf.
[https://mgapps.medgulf.com.sa/f5-w-68747470733a2f2f7777772e6d656467756c662e636f6d2e7361$$/library/assets/shareholders/MedGulfShareholdersCircular-Eng_V7.pdf]
The board of directors of Medgulf notes that each Medgulf shareholder must carefully read and consider all information contained in the Shareholders’ Circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote that such shareholder should make at Medgulf’s extraordinary general assembly meeting, an independent financial advisor licensed by the CMA must be consulted in relation to the Merger and a shareholder must rely on their own examination of the Merger with regard to such shareholder’s individual objectives, financial situation and needs.
Second: The Offer Document issued by Medgulf and addressed to Buruj’s shareholders which includes the details related to the offer pursuant to Article (38) of the Merger and Acquisition Regulations for the purpose of the Merger. The Offer Document is attached herein.
Medgulf notes that Buruj’s shareholders should carefully read and consider all information contained in the Offer Document and the Board Circular to be issued by Buruj’s board of directors prior to making their decision on how to vote on the Merger.
Third: The Merger Timetable, which sets out the proposed dates for the main events of the Merger implementation pursuant to Article 17(c) of the Merger and Acquisition Regulations. The Timetable has been attached herein. |
| Previous Announcement | Medgulf’s announcement of the CMA’s approval on Medgulf’s capital increase application and the approval of the publication of the offer timetable and the offer document to Buruj’s shareholders. |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-09-24 Corresponding to 1447-04-02 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | The publication of the Shareholders’ Circular, Offer Document and the Merger Timetable. |
| 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. | For further details about the Merger and its costs, please refer to the Shareholders’ Circular. |
| Delay consequences on the Company’s financial results | Not applicable |
| Additional Information | The Company notes that the Merger remains subject to a number of other conditions, including obtaining the approval of Medgulf and Buruj’s shareholders, and other conditions stated in the entry into the agreement announcement.
Medgulf will make further announcements as and when material developments occur in relation to the Merger, including the invite of the extraordinary general assembly relating to it. |
| Attached Documents |  |
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