Taiba gets CMA nod on capital hike to fully acquire Dur

06/11/2023 Argaam
Logos of Taiba Investments Co. and Dur Hospitality Co.

Logos of Taiba Investments Co. and Dur Hospitality Co.


The Capital Market Authority (CMA) approved Taiba Investments Co.'s application to increase its capital from SAR 1.604 billion to SAR 2.604 billion by issuing 100 million ordinary shares to acquire Dur Hospitality Co. through a stock exchange offer, according to a statement.

 

Taiba's capital increase shareholder circular will be published within sufficient time before the extraordinary general assembly meeting. The shareholder circular must include all relevant information that the shareholders need to know before making an informed decision when voting on the capital increase for the purpose described, including the increase in capital and risk factors, said the regulator.

 

It added that its resolution included the approval of the proposed offer timetable, as well as the approval of the publication of the offer document by Taiba to Dur shareholders through a stock exchange offer.

 

Taiba's offer document will be published to Dur shareholders to fully acquire Dur shares within sufficient time before Dur's EGM. The offer document must include all relevant information that the shareholders need to know before making an informed decision when voting on the offer, including the offer information and risk factors.

 

If Taiba shareholders approved the capital increase, and Dur shareholders accepted the offer in their respective EGM, the new shares will be issued to Dur shareholders who are registered in the shareholders' register at the Securities Depository Center Co. (Edaa) and Dur shares will be delisted from the Saudi Exchange (Tadawul) after the acquire decision becomes effective, according to CMA.

 

CMA also noted that its approval should never be considered as an endorsement of the acquisition's feasibility, as it merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.

 

Taiba signed binding implementation agreement on April 8 to make an offer to acquire 100% of Dur's shares in exchange for issuing new shares in Taiba, Argaam earlier reported.

 

The General Authority for Competition (GAC)  issued a no-objection certificate on June 20 for Taiba’s full acquisition of Dur shares through a stock exchange deal.

 

Merger Details

Latest Development

Signing binding merger agreement

Merger Method

Taiba to acquire 100% of Dur shares

Compensation Method

Issuing new shares for Dur shareholders

Swap Coefficient

Dur shareholders will receive one Taiba share for every share they hold in Dur

New Entity

Taiba Investments Co.

Dur After Merger

Its shares will be delisted from Tadawul and it will be wholly owned by Taiba

Taiba’s Capital Before Merger

SAR 1.6 bln

Taiba’s Capital After Merger

SAR 2.6 bln

Increase Rate

62.3%

Taiba’s Share Price as per  Swap Coefficient

SAR29.50

Dur Share Price for Merger Purposes

SAR 29.50 (up 22.5% compared to its last closing price of SAR 24.08)

Dur Total Share Value for Merger Purposes

SAR 2.95 bln

Taiba Shareholders’ Share After Merger

61.6% of the merging company’s capital

Dur Shareholders’ Share After Merger

38.4% of the merging company’s capital

 

For More Mergers and Acquisitions

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