Alinma Tokio Marine, Arabian Shield sign MoU to evaluate ‎potential merger

Alinma Tokio Marine Company (the “Company”) announces the signing of a non-binding Memorandum of Understanding (the “MOU”) with Arabian Shield Cooperative Insurance Co. on 19 Jumada Al-Ula 1444H Corresponding to 13th December 2022 to evaluate a potential merger between the two companies. Both companies will conduct operational, technical, financial, legal, and actuarial due diligence and engage in non-binding discussions on the terms and conditions of the potential merger.

• The Company and Arabian Shield Cooperative Insurance Company have agreed that, in the event of signing the binding merger agreement, securing the regulators’ and shareholders’ general assembly approvals, the potential merger will be consummated on a share-for-share basis, with the surviving entity issuing new common shares to the shareholders of the merging entity, and assuming all the rights and obligations of the merging entity.
• The share-for-share exchange ratio between the shareholders of the Company and the shareholders of Arabian Shield Cooperative Insurance Company (“Exchange Ratio”) shall be determined after concluding (to the satisfaction of each Party) all necessary due diligence by the Company and Arabian Shield Cooperative Insurance Company.
• It is anticipated that the surviving entity will absorb all of the employees of merging entity, and there will be no enforced redundancies.