Logo of Dallah Healthcare Co.
Dallah Healthcare Co. (DHC) signed, on June 20, a share-swap agreement with Kun Investment Holding Co. to acquire its entire stake of 18.98%, or 14.23 million shares, in the International Medical Center Co. (IMC), according to a bourse filing.
The acquisition will be in exchange for issuing new shares in DHC to Kun Investment.
DHC's capital will be increased from SAR 900 million to SAR 976.81 million by issuing 7.68 million ordinary shares. Therefore, the company will increase its total shares by about 8.53%, from 90 million to 97.68 million before the issuance of the new shares.
The share-swap ratio will be 0.5397 new shares in DHC for every one share owned by Kun Investment in IMC.
Upon the completion of the acquisition deal, DHC shareholders’ ownership will drop from 100% to 92.14%, which results in a decrease in the voting power of DHC's current shareholders and their ability to influence the decisions that require their approval.
The total valuation of IMC is SAR 3.75 billion. However, the value of 14.23 million shares to be purchased, representing 18.98% of IMC share capital, amounts to SAR 711.6 million.
DHC's valuation was calculated based on the stock’s average daily closing price from Jan. 24 until April 18, 2022, which is the average daily closing price for 60 trading days.
Accordingly, DHC's fair market value is SAR 8.34 billion, or SAR 92.646 per share.
The acquisition deal included two related parties: Abdullah Kamel, Chairman and a major shareholder of Dallah Barakah Holding Co. and Mohiuddin Kamel, Vice Chairman of DHC, who is the brother of Abdullah Kamel.
The agreement will terminate if none of its terms are fulfilled within nine months from its date or such other date the parties may agree in writing.
Dallah signed, on Jan. 25, a non-binding memorandum of understanding (MoU) with KUN Investment for the purchase of shares, representing 18.98% of IMC, by way of a share swap, according to Argaam.
IMC is capitalized at SAR 750 million, and is 19.25%-owned by Fitaihi Holding Co.
|
Details of Acquisition Deal |
|
|
Current Capital |
SAR 900 mln |
|
Number of Shares |
90 mln |
|
Percentage of Increase |
8.53% |
|
Capital Increase |
SAR 7.68 mln |
|
New Capital |
SAR 976.81 mln |
|
New Share Capital |
97.68 mln |
|
Share-Swap Ratio |
The acquisition of 14.23 million shares, by issuing a 0.5397 new share in DHC for every one share owned by the selling shareholder of IMC |
|
Dallah Ownership in IMC after Share Issuance |
27.18% |
|
Shareholders’ Ownership in Dallah after Acquisition |
7.86% |
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