Gulf Union Alahlia issues shareholders' circular, offer document for merger with Al Sagr

Logos of Gulf Union AlAhlia Cooperative Insurance Co. and Al Sagr Cooperative Insurance Co.

Gulf Union Alahlia Cooperative Insurance Co. published today, July 31, the shareholders circular, the offer document, and the transaction timeline in relation to the company's capital increase for merging with Al Sagr Cooperative Insurance Co. through a share swap.

Documents published today included the following:

1. Gulf Union Alahlia’s shareholders circular:

The shareholders’ circular, prepared by Gulf Union Alahlia and addressed to the latter’s shareholders, came in accordance with the requirements of Article (75) of the Capital Market Authority’s (CMA) rules on the offer of securities and continuing obligations with respect to Gulf Union Alahlia’s capital hike in order to merge with Al Sagr, through issuing new shares in Gulf Union Alahlia to Al Sagr’s shareholders. This is pursuant to Articles 225, 227, 228 and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition (M&A) Regulations.

The circular covers details of the merger, its terms and conditions and other related matters, including procedures required for the merger to take place and the related risks. The circular may be obtained through the websites of the CMA, Gulf Union Alahlia or its financial advisor (AlJazira Capital).

Gulf Union Alahlia's board called on shareholders to carefully read and consider all information mentioned in the circular prior to making any voting decision. Those in doubt are advised to consult an independent CMA-licensed financial advisor on the merger and Gulf Union Alahlia's financial situation.

2. Offer document issued by Gulf Union Alahlia to Al Sagr’s shareholders:

The offer document, addressed to Al Sagr’s shareholders, was prepared by Gulf Union Alahlia with respect to the latter’s offer to merge with Al Sagr by issuing new shares to Al Sagr’s shareholders, pursuant to Articles 225, 227, 228, and 229 of the CMA’s Companies Law and Articles 49 (a) (1) and 38 of the M&A Regulations.

The offer document is available on the websites of the CMA, Gulf Union Alahlia and AlJazira Capital.

Gulf Union Alahlia stressed that Al Sagr’s shareholders should carefully read and consider all information in the offer document and the board circular to be issued by Al Sagr board prior to making their voting decision. If in doubt, it is recommended that the shareholder should consult an independent financial advisor licensed by the CMA.

3. Transaction timeline:

The transaction timeline sets out the proposed dates for the main events for the implementation of the merger, in accordance with the requirements of Article 17 (c) of the M&A Regulations. The dates included therein are final. However, they may be altered or amended, depending on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the merger are satisfied. A copy of this timeline is enclosed with this announcement.

In a separate statement to Tadawul today, Al Sagr announced publishing its board’s circular, which includes the board's opinion on the offer submitted by Gulf Union Alahlia to Al Sagr’s shareholders on the merger deal. It also includes independent advice provided to Al Sagr’s board by the latter’s financial advisor, Alinma Investment Co.

Al Sagr’s board also called on shareholders to read the offer document and the board’s circular in detail before voting on any decision related to the merger deal.

Shareholders in doubt should consult an independent financial advisor licensed by CMA. They must thoroughly review the offer document and the board’s circular for more details about the merger, its terms and conditions, all related matters and procedures for the deal’s completion.

Al Sagr will also announce any material developments regarding the merger deal in due course.

The CMA approved recently Gulf Union Alahlia's request to raise its capital from SAR 458.95 million to SAR 620.19 million by issuing 16.12 million ordinary shares, to merge with Al Sagr, as well as transfer the former's assets and liabilities to the latter through a share swap deal, according to Argaam's data.