Dallah signs deal to acquire AYYAN’s holdings in Al-Ahsa, Al-Salam

Logos of Dallah Healthcare Co. and AYYAN Investment Co. 

Dallah Healthcare Co. signed, on Aug. 19, a binding acquisition and subscription agreement with AYYAN Investment Co. to purchase the latter’s stakes in Al-Ahsa Medical Services Co. and Al-Salam Medical Services Co.

The agreement includes acquiring 97.4% of the capital of Al-Ahsa (which owns Al-Ahsa Hospital in Al-Ahsa) and 100% of the capital of Al-Salam (which owns Al-Salam Hospital in Al-Khobar).

For More Mergers and Acquisitions

The agreement involves the sale of AYYAN 's shares in its subsidiaries through a single deal, the two companies said in separate statements to Tadawul.

In exchange, AYYAN will receive non-cash compensation through the issuance of 3.89 million new shares by Dallah, representing 3.83% of Dallah’s capital post-capital increase. There may also be cash compensation due to AYYAN or Dallah under specific conditions outlined in the acquisition and subscription agreement.

Both companies indicated that they agreed that the shares to be issued by Dallah will be valued at SAR 660 million, with a price of SAR 169.51 per share. This valuation is based on the volume-weighted average price (VWAP) calculated over 106 trading days from Feb. 26 to Aug. 5, 2024.

The net market value of equity for Al-Ahsa was set at SAR 420 million. Therefore, the valuation of the shares Dallah will acquire, representing 97.41% of Al-Ahsa's capital, amounts to SAR 409.12 million

For Al-Salam, which Dallah will fully acquire, the net market value of equity was agreed to be SAR 250.88 million.

The completion of the deal is subject to approvals from relevant regulatory authorities, Dallah shareholders (on capital increase and acquisition, and AYYAN shareholders.

Dallah must obtain the Capital Market Authority’s (CMA) for its capital increase request and Tadawul’s green light for the listing of the compensation shares. Additionally, a non-objection letter from the General Authority for Competition (GAC) is required for the deal.

Either party may terminate the agreement by notifying the other if there is a material breach of any terms of the acquisition and subscription agreement that is not corrected according to its provisions. Either party may terminate the agreement if a regulatory system or order renders the completion of the transaction impossible or prohibited.

Al-Ahsa Medical owns and operates Al-Ahsa Hospital, a private facility in Hofuf established in 1999, which offers various medical services.

Al-Salam Medical primarily owns and operates Al-Salam Hospital, a private hospital in Al Khobar that began operations in October 2022, providing a range of patient services.

As of June 30, 2024, the book value of Al-Ahsa, as recorded in AYYAN’s accounts, is SAR 224.11 million, while the book value of Al-Salam is -SAR 131.14 million.

AYYAN will issue a circular to its shareholders regarding the deal, including detailed information on the impacts, motivations, risks, and other relevant details.

Al Othman Holding Co. is considered a related party in the deal.

Below are the details of Dallah's capital structure after the deal: