SABB Takaful announces signing binding merger agreement ‎with Walaa Insurance

 Further to SABB Takaful Company’s (“SABB Takaful”) announcement dated 26/07/1443H (corresponding to 27/02/2022G) regarding the execution of a binding merger agreement with Walaa Cooperative Co. (“Walaa”), whereby the parties agreed to take all the steps required by law to complete the merger transaction (the “Merger Transaction”), in accordance with applicable laws, and whereas the Capital Market Authority (“CMA”) has issued its approval dated 12/01/1444H (corresponding to 10/08/2022G) in respect of Walaa’s application to increase its share capital for the purpose of the Merger Transaction through a securities exchange offer.

Therefore, SABB Takaful is pleased to announce the publication of SABB Takaful’s Board of Directors’ Circular (“Circular”) relating to the Merger Transaction in accordance with the requirements of Article 39 of the Merger and Acquisition Regulations issued by the Board of the CMA which includes SABB Takaful’s Board of Directors’ opinion in respect of the offer addressed to the shareholders of SABB Takaful for the purpose of merging SABB Takaful with Walaa, in addition to the independent advice provided to the SABB Takaful’s Board of Directors by Saudi Fransi Capital which has been appointed as the financial advisor to the Merger Transaction.

Walaa has also published the following documents on 15/08/2022G:

• The offer document addressed to the shareholders of SABB Takaful (the “Offer Document”) which includes the relevant details of the offer made by Walaa to the shareholders of SABB Takaful for the purpose of merging SABB Takaful with Walaa in consideration for Walaa issuing new shares to SABB Takaful shareholders, prepared in accordance with Article 38 of the Merger and Acquisition Regulations.
• Walaa’s Shareholders Circular in relation to increasing Walaa’s share capital for the purpose of merging SABB Takaful with Walaa in consideration for Walaa issuing new shares to the shareholders of SABB Takaful, prepared in accordance with the Rules on the Offer of Securities and Continuing Obligations, issued by the Board of the CMA.

For more details about the merger deal, its terms and conditions and all related issues, including related parties and the procedures for completing the merger deal, the shareholders should refer to the offer document and the board of directors’ circular. The SABB Takaful Board of Directors stresses the importance of shareholders reading the offer document and circulating in detail to the Board of Directors before voting on any of the decisions related to the merger deal. The members of the Board of Directors also emphasize the need for each shareholder of SABB Takaful Company to obtain independent professional advice from a licensed financial advisor and must rely on his own review of the merger transaction to ensure the suitability of the merger deal, the information contained in the offer document and the Board’s circular to investment objectives and conditions his own finances.

A copy of the Circular is attached to this announcement.

A copy of the Circular can also be obtained by visiting the website of SABB Takaful (www.sabbtakaful.com) or the website of the Saudi Stock Exchange (Tadawul) (www.tadawul.com.sa). A copy of the Offer Document can also be obtained by visiting the website of Walaa (www.walaa.com), the website of the CMA (www.cma.org.sa) or the website of the Saudi Stock Exchange (Tadawul) (www. tadawul.com.sa).

SABB Takaful would also like to confirm that a number of documents related to the Merger Transaction (shown in the Circular) will be made available for inspection by SABB Takaful starting from 19/01/1444AH (corresponding to 17/08/2022AD) at its headquarters Principal (6788, Salah Ad Din Al Ayyubi – Adh Dhubbat, Unit No. 3, Riyadh 12627 – 4827) during normal business hours on any business day, and until the end of the offer period (as defined in the Circular). SABB Takaful will announce any material devolvement in relation to the Merger Transaction in due course.