Gulf Union Alahlia issues shareholders’ circular, timeline for Gulf General merger

Logos of Gulf Union Alahlia Cooperative Insurance Co. and Gulf General Cooperative Insurance Co. (GGI)

Gulf Union Alahlia Cooperative Insurance Co. published the shareholders’ circular, offer document, and the transaction timeline for its planned merger with Gulf General Cooperative Insurance Co. (GGCI), according to a statement to Tadawul today, Feb. 27.

The following documents were published:

1) Shareholders circular issued by Gulf Union Alahlia to its shareholders:

The shareholders’ circular was prepared in accordance with the requirements of Article (60) of the Capital Markets Authority’s (CMA) Rules on the Offer of Securities and Continuing Obligations, related to Gulf Union Alahlia’s capital top-up for the purpose of merging GGCI into Gulf Union Alahlia, which will result in all rights, liabilities, assets and contracts of GGCI being subsumed into Gulf Union Alahlia.

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Gulf Union Alahlia’s board noted that each shareholder must carefully read and consider all information contained in the shareholders’ circular prior to making their decision on how to vote on the proposed merger.

If in doubt prior to Gulf Union Alahlia’s extraordinary general meeting (EGM), shareholders must consult an independent CMA-licensed financial advisor. However, they must rely on their own examination of the merger based on their individual objectives, financial situation and needs.

2) Offer Document:

The offer document is issued by Gulf Union Alahlia and addressed to GGCI’s shareholders. It includes the details related to the offer pursuant to Article (38) of the Merger & Acquisition Regulations for the purpose of the merger.

Gulf Union Alahlia noted that GGCI’s shareholders should carefully read and consider all information contained in the offer document, in addition to the board circular to be issued by GGCI’s board of directors, prior to making a voting decision.

3) Merger Timetable:

The merger timetable sets out the proposed dates for the main events of the planned merger’s implementation, pursuant to Article 17(c) of the Merger and Acquisition Regulations.

In a separate statement to Tadawul, GGCI announced publishing the board circular, which includes the board’s opinion on the offer submitted to GGCI shareholders regarding the proposed merger deal with Gulf Union Alahlia. It also includes independent advice provided to GGCI board by Alinma Investment, which was appointed as GGCI’s financial advisor on this transaction, in accordance with the provisions of Article (18) of the Merger & Acquisition Regulations.

Several documents related to the potential merger deal will be made available for inspection by GGCI shareholders, starting today. The documents are available during normal working hours from 9:00 am until 5:00 pm during any business day, from the date of publication of this circular until the end of the offer period (as defined in the board circular).

GGCI board also stressed the importance of shareholders reading the offer document and the circular of the board of directors in detail before voting on any of the decisions related to the merger deal.

If in doubt before the deciding EGM, shareholders must consult an independent CMA-licensed financial advisor. However, they must rely on their own examination of the merger based on their individual objectives, financial situation and needs.

Both companies noted that the proposed merger remains subject to multiple prerequisites, including obtaining the approval of Gulf Union Alahlia and GGCI’s shareholders, amongst others stated in the entry into the agreement announcement.

They will make further announcements when material developments occur in this regard, including results of the deciding EGMs.