SABB Takaful signs merger agreement with Walaa Insurance

SABB Takaful announces that it has signed a binding merger agreement with Walaa on 24/02/2022 reflecting the agreement of both companies to merge, through a share swap transaction.

Walaa shall issue 0.6005476176470590 shares against each issued share in SABB Takaful (the “Exchange Ratio”), to the benefit of eligible shareholders of SABB Takaful (i.e. shareholders owning the shares issued in SABB Takaful on the Effective Date (as defined below)) and as consideration for the transfer of assets and liabilities of SABB Takaful, and without any additional cash consideration being paid (“Merger Transaction”).

This comes with reference to the announcement of SABB Takaful Co. (“SABB Takaful”) on Tadawul’s website on 15/07/2021 regarding the signing of a non-binding Memorandum of Understanding with Walaa for the purpose of evaluating a potential merger between the two companies (the “MOU”), and to SABB Takaful’s announcement on Tadawul’s website on  09/01/2022 regarding the extension of the MOU.

This is in accordance with the Companies Law, the implementing regulations of the Capital Market Authority, including the Mergers and Acquisitions Regulations, the Rules on the Offer of Securities and Continuing Obligations, the Listing Rules issued by the Saudi Stock Exchange (Tadawul), as well as the relevant

Upon completion of the Merger Transaction, Walaa shall become, by operation of law, the legal successor of the assets, liabilities, rights and obligations of SABB Takaful and SABB Takaful shall cease to exist.

In accordance with the Merger Agreement (and provided that the Merger Transaction is approved by all relevant governmental authorities and by the Extraordinary General Assemblies of SABB Takaful and Walaa, and after the expiration of the creditors’ 30 days objection period from the date of publication of the Extraordinary General Assembly resolution or the date on which all creditors’ objections to the Merger Transaction are settled (as applicable) (the “Effective Date”), Walaa will increase its share capital by issuing 20,418,619 (twenty million four hundred and eighteen thousand six hundred and nineteen) new ordinary shares with a nominal value of (10) Saudi Riyals per share to SABB Takaful’s eligible shareholders based on the Exchange Ratio.

The value of Walaa’s share capital will accordingly become SAR 850,583,250 (eight hundred and fifty million five hundred and eighty three thousand two hundred fifty Saudi Riyals) divided into 85,058,325 (eighty five million fifty eight thousand three hundred and twenty five) nominal shares, out of which 20,418,619 (twenty million four hundred eighteen thousand six hundred and nineteen) shares representing approximately 24.01% of Walaa’s share capital post conversion will be held by the SABB Takaful shareholders, noting that the new shares shall be issued to shareholders of SABB Takaful who have voted with or against or abstained from voting on the Merger Transaction.

SABB Takaful’s shares listed on Tadawul will, further to the Merger Transaction, be cancelled.

SABB Takaful will announce any material developments regarding the Merger Transaction, in accordance with the relevant laws and instructions. In the meantime, SABB Takaful intends to continue carrying on its business as usual until the completion of the Merger Transaction.