Logos of Arabian Shield Cooperative Insurance Co. and Alinma Tokio Marine Co.
Shareholders of Arabian Shield Cooperative Insurance Co. and Alinma Tokio Marine Co. approved on Oct. 24 the proposed merger during their extraordinary general meetings (EGMs), the insurers said in separate statements on Tadawul.
The merger deal will be through issuing 0.53 share of Arabian Shield for each share of Alinma Tokio.
In addition, Arabian Shield’s shareholders agreed to raise the company’s capital from SAR 638.52 million to SAR 798.15 million for the merger, as the following table shows:
|
Key Terms of Merger Deal |
|
|
Capital of Arabian Shield |
SAR 638.52 mln |
|
Capital of Alinma Tokio |
SAR 300 mln |
|
Acquisition Value |
Arabian Shield will increase its capital from SAR 638.52 million to SAR 798.15 million by issuing 15.96 million new shares |
|
Fair Value |
SAR 10 / share |
|
Swap ratio |
0.53 share of Arabian Shield for each share of Alinma Tokio |
|
New Entity’s Capital |
SAR 798.15 |
|
Arabian Shield’s stake after merger |
80% |
|
Alinma Tokio’s stake after merger |
20% |
Alinma Tokio said all requirements of the merger have been and the transaction is complete. Earlier, its board had specified that the merger will be finalized after the end of the creditors’ objection period and the publication of EGM approvals.
As a result of the merger, Alinma Tokio shares will be cancelled and the new shares in Arabian Shield will be issued in favor of the eligible shareholders of Alinma Tokio, considering the settlement procedures (2T+) at the end of the second trading day following the completion date of the merger deal.
The new shares will be deposited in Alinma Tokio’s shareholders portfolios at 0.53 share of Arabian Shield for every original share in Alinma Tokio, during a period from the third to sixth trading period after the completion of the merger deal.
Accordingly, Alinma Tokio’s shareholders will own 20% of Arabian Shield’s capital.
The deal also includes transferring all Alinma Tokio’s assets and liabilities to Arabian Shield.
Until the cancellation procedures of Alinma Tokio’s commercial register are finalized, Alinma Tokio will be directly owned by Arabian Shield. No shares will be transferred to any party other than the Arabian Shield.
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