Al Ahlia for Cooperative Insurance Co.’s shareholders have rejected the merger offer submitted by Gulf Union Cooperative Insurance Co. through a full acquisition of its shares through a security swap offer.

 

The EGM has also refused the authorization of the board of directors, or any person so authorized by the board to adopt any resolution or take any action that may be necessary to implement the above resolution, the insurer said in a bourse statement.

 

Last December, The Saudi Capital Market Authority (CMA) approved Gulf Union Cooperative Insurance Co.’s request to increase its capital to SAR 241.94 million from SAR 150 million by issuing 9.194 million ordinary shares to acquire all the shares of Al-Ahlia Insurance Co. through securities exchange, according to data compiled by Argaam.

 

Key Terms of Valuation

Gulf Union Capital

SAR 150 mln (15 mln shares)

Al Ahlia Capital

SAR 160 mln (16 mln shares)

BV of Gulf Union as of Dec. 31, 2016

SAR 146.6 mln

BV of Al Ahlia

SAR 104.4 mln

Gulf union stake after merger

62.5%

Al Ahlia stake after merger

37.5%

Shares to be issued to Al Ahlia

Compensation shares

9.19 mln ordinary shares

Shares swap percent

1.74 share for each share of Al Ahlia, 0.57 share for each of Gulf union

Valuation terms

The agreed upon valuation is subject to change upon the results of the due diligence.

Board and executive management after merger

The board will consist of 9 members of which 6 will be nominated by Gulf Union and 3 by Al Ahlia. Abdul Aziz Al Turki will be the chairman of Gulf union after merger

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