Dallah Health signs agreement to acquire 18.98% of Int’l Medical Center shares in exchange for new shares

Dallah announced the conclusion of a share sale-purchase agreement with Ken Investment Holding Company, referred to as the International Medical Center Company shareholder. Dallah aims to acquire the total shares in the capital of the International Medical Center of 14.2 million common shares, equivalent to 18.98% of the capital, in exchange for the issuance of new shares in Dallah to the shareholders of the International Medical Center Company.

Dallah’s capital will be raised from 900 million riyals to 976.8 million riyals by issuing 7.6 million common shares, increasing the number from 90 million common shares to 97.6 million common shares, a rise of 8.53% of Dallah’s capital before issuing its new shares.

The company said that the total valuation of The International Medical Center company is 3.7 billion riyals, and the value of the shares to be purchased represents 711.6 million riyals. In contrast, the valuation of Dallah for the acquisition transaction was calculated using its average daily closing price for the period from 24/01/20 22 m until 18/04/2022 and represents the average everyday closing price of sixty (60) trading days, so that the fair market value of Delhi is 8.3 billion riyals, meaning 92.6 riyals per share.

It is worth mentioning that the share swap ratio amounts to (0.5397) new shares in Dallah per share owned by the International Medical Center Company by the shareholder of the international medical center company seller. After the completion of the acquisition, the ownership of the current shareholders of Dallah will be reduced from 100% to 92.14%, which results in a decrease in the voting capacity of the existing shareholders of Dallah, as well as their ability to influence decisions requiring the approval of Dallah’s shareholders.

Related parties:

Abdullah Saleh Abdullah Kamel, as Chairman of the Board of Directors and a significant shareholder (directly and indirectly) in Dallah Al-Baraka Holding Company, which is a substantial shareholder of Dallah, owns all shares in the shareholder of the international medical center company seller.

– Mohiuddin Saleh Abdullah Kamel for being vice chairman of Dallah and brother of Abdullah Saleh Abdullah Kamel.

The company said that the agreement expires if none of the terms are met within nine (9) months of the date of the contract (or any subsequent date agreed between the parties).

Terms of revoking the agreement:

– By notifying the other party, any party may terminate the Agreement within nine (9) months of the date of the Agreement or any different date that the parties may agree to in writing from time to time if:

No party has provided a notice of fulfillment of the terms.

Or they are not fulfilling or waiving any common conditions stipulated in the Convention.

The company explained that the completion of the acquisition is subject to several preconditions, including:

– Get a letter of non-objection to the acquisition by the General Competition Authority.

– Obtain the approval of The Saudi Trading Company to list the new shares resulting from the capital increase.

– obtain the approval of the CMA concerning the acquisition transaction and the generalization of shareholders.

– obtain the approval of the extraordinary General Assembly of Dallah under the corporate system, securities offering rules, and ongoing obligations.

– Obtain any other necessary or appropriate approvals in connection with the acquisition transaction.