MEDGULF, Buruj unveil documents on planned merger

Saudi insurers MEDGULF and Buruj announce documents on their potential merger. The move is pending shareholder approvals and other regulatory conditions.

The Mediterranean and Gulf Insurance and Reinsurance Co. (MEDGULF) released documents related to its proposed merger with Buruj Cooperative Insurance Co., including a shareholder circular, offer document and proposed transaction timeline.

 
 
The circular, prepared in accordance with the rules on the offer of securities, outlines MEDGULF’s planned capital increase to complete the merger, which would transfer all of Buruj’s assets, liabilities and contracts to MEDGULF, according to a statement to Tadawul.
 
The board urged shareholders to review the information carefully ahead of the upcoming extraordinary general meeting (EGM) and to seek advice from a CMA-licensed financial adviser if needed.
 
The offer document prepared for Buruj shareholders details the terms of the merger, while a proposed timeline sets out the key stages of the transaction. MEDGULF said the deal remains subject to approvals from shareholders of both companies and other regulatory conditions.
 
In a separate statement, Buruj said it issued its own circular including the board’s opinion on the proposed merger along with an independent assessment from its financial advisor Alinma Capital.
 
Buruj shareholders will be able to review the related documents from today, Sept. 28 until the end of the offer period at the company’s Riyadh-based headquarters.
 
Both companies said they will announce material developments, including the date of the EGMs, in due course.

 

Merger Details

Method

 

Buruj will merge into MEDGULF. All its rights, obligations, assets, and contracts will transfer to MEDGULF.

Acquisition Value

 

MEDGULF will issue 33.16 million ordinary shares, each with a nominal value of SAR 10, in favor of Buruj shareholders.

Swap Ratio

 

Buruj shareholders will receive 1.11 MEDGULF shares for each share they hold

New Entity’s Capital

 

SAR 1.38 billion

MEDGULF Shareholders’ Ownership

 

 

76%

Buruj Shareholders’ Ownership

 

24%

 

Key Dates

Event

 

Expected Date

End of Buruj creditors’ objection period

 

Oct. 9, 2025

Buruj to announce creditor objections, if any

 

Oct. 12, 2025

MEDGULF EGM

 

Oct.  22, 2025

 

Buruj EGM

 


 

Oct.  22, 2025

Approvals by shareholders  of MEDGULF and Buruj

 

Oct.  23, 2025

Trading suspension on Buruj

 

First trading session after the merger resolution, expected Oct. 26, 2025

Buruj shares to delist from Tadawul

 

Within no less than third and no more than sixth trading session after merger resolution

Listing and allocation of consideration shares to Buruj shareholders (in Buruj’s register at the end of the second trading session after the merger resolution date)
 

 

Within no less than third and no more than sixth trading session after merger resolution

Deadline for distributing proceeds from the sale of fractional shares
 

 

Within 30 days of the merger approval, expected Nov. 23, 2025

 

Amendment of MEDGULF’s commercial registration; filing amended bylaws with Ministry of Commerce; merger effective

 

As soon as possible after the merger resolution, expected on Oct.  28, 2025

 

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