Dallah signs SAR 498M stake sale deal with Fakeeh Care

Dallah expects a positive financial impact in the quarter or period in which the deal is finalized

Dallah Healthcare Co. signed a binding share purchase agreement (SPA) with Soliman Abdel Kader Fakeeh Hospital Co. (Fakeeh Care) to sell its entire 31.21% stake in Dr Mohammed bin Rashed Al-Faqih & Partners Co. for SAR 497.98 million.

Under the agreement, Fakeeh Care will acquire 100% of Al-Faqih & Partners from all current shareholders, including Dallah, for a total transaction value of SAR 1.60 billion, of which Dallah’s share amounts to SAR 497.98 million. Upon completion, the buyer will own the entire share capital of the target company.

The transaction remains subject to several conditions precedent, including clearance from the General Authority for Competition (GAC), Dallah said in a statement to Tadawul.

It also hinges on approvals from certain counterparties of Al-Faqih & Partners, and the absence of any regulatory restrictions preventing the deal, among other agreed conditions.

The agreement included mechanisms to prevent value leakage in Al-Faqih & Partners and provided compensation to Fakeeh Care if any such instances were identified.

In addition, the selling shareholders provided a set of commercial, tax, and financial representations and warranties related to Al-Faqih & Partners, along with provisions governing breaches, claims, and their respective timelines.

Furthermore, it was agreed that upon completion, SAR 100 million of the consideration will be held in an escrow account for a specified period to cover any potential breaches or issues that may arise post-completion.

The agreement will lapse after six months from signing if the conditions are not satisfied or waived, or earlier at Fakeeh Care’s discretion in the event of a material breach by the selling shareholders or the occurrence of a material adverse event affecting Al-Faqih & Partners, as defined in the agreement.

It also included standard provisions such as confidentiality, termination, and dispute resolution.

Dallah noted that the book value of its stake in Al-Faqih & Partners stood at SAR 101.84 million as of Dec. 31, 2025. 

Al-Faqih & Partners Revenue, Net Profit (SAR mln)

Dallah said the transaction aligns with its strategy to enhance its investment portfolio’s efficiency, strengthen financial position and liquidity, and support expansion plans, whether through developing new hospitals or acquiring existing ones, with a focus on fully owned and directly operated assets where possible.

Upon completion, Dallah expects a positive financial impact in the quarter or period in which the deal is finalized, with no anticipated material negative impact on profitability in subsequent periods, given that Al-Faqih & Partners is still in expansion phase and currently contributes marginally to Dallah’s earnings.

The expected positive financial impact will be driven by capital gains from the stake sale (net of any tax impact), as well as anticipated savings in future financing costs (FCs), as the company intends to utilize the proceeds primarily to reduce its existing Murabaha facilities, thereby improving its leverage position.

The company also disclosed a related party in the transaction, Khalid Abdulaziz Abdulrahman Al-Rais, Dallah’s board member and one of the sellers, also owns a 0.12% stake in Al-Faqih & Partners. He abstained from voting on the transaction, and the conflict of interest will be presented to shareholders for approval in accordance with applicable regulations.

Dallah emphasized that signing the agreement does not guarantee completion, as the transaction remains subject to the agreed conditions precedent.

Alpha Capital has been appointed as a joint financial advisor to the selling shareholders, including Dallah, while Khoshaim & Associates has been appointed as legal advisor.

In October 2025, Fakeeh Care’s board of directors approved starting negotiations with Al-Faqih & Partners’ shareholders to acquire a majority stake.

In November 2025, Dallah accepted the non-binding offer (NBO) from Fakeeh Care to acquire its full 31.21% stake in Al-Faqih & Partners for cash consideration.