Latest news with #GulfUnionAlahlia
Argaam
27-02-2025
- Business
- Argaam
Gulf Union Alahlia issues shareholders' circular, timeline for Gulf General merger
Gulf Union Alahlia Cooperative Insurance Co. published the shareholders' circular, offer document, and the transaction timeline for its planned merger with Gulf General Cooperative Insurance Co. (GGCI), according to a statement to Tadawul today, Feb. 27. The following documents were published: 1) Shareholders circular issued by Gulf Union Alahlia to its shareholders: The shareholders' circular was prepared in accordance with the requirements of Article (60) of the Capital Markets Authority's (CMA) Rules on the Offer of Securities and Continuing Obligations, related to Gulf Union Alahlia's capital top-up for the purpose of merging GGCI into Gulf Union Alahlia, which will result in all rights, liabilities, assets and contracts of GGCI being subsumed into Gulf Union Alahlia. Gulf Union Alahlia's board noted that each shareholder must carefully read and consider all information contained in the shareholders' circular prior to making their decision on how to vote on the proposed merger. If in doubt prior to Gulf Union Alahlia's extraordinary general meeting (EGM), shareholders must consult an independent CMA-licensed financial advisor. However, they must rely on their own examination of the merger based on their individual objectives, financial situation and needs. 2) Offer Document: The offer document is issued by Gulf Union Alahlia and addressed to GGCI's shareholders. It includes the details related to the offer pursuant to Article (38) of the Merger & Acquisition Regulations for the purpose of the merger. Gulf Union Alahlia noted that GGCI's shareholders should carefully read and consider all information contained in the offer document, in addition to the board circular to be issued by GGCI's board of directors, prior to making a voting decision. 3) Merger Timetable: The merger timetable sets out the proposed dates for the main events of the planned merger's implementation, pursuant to Article 17(c) of the Merger and Acquisition Regulations. In a separate statement to Tadawul, GGCI announced publishing the board circular, which includes the board's opinion on the offer submitted to GGCI shareholders regarding the proposed merger deal with Gulf Union Alahlia. It also includes independent advice provided to GGCI board by Alinma Investment, which was appointed as GGCI's financial advisor on this transaction, in accordance with the provisions of Article (18) of the Merger & Acquisition Regulations. Several documents related to the potential merger deal will be made available for inspection by GGCI shareholders, starting today. The documents are available during normal working hours from 9:00 am until 5:00 pm during any business day, from the date of publication of this circular until the end of the offer period (as defined in the board circular). GGCI board also stressed the importance of shareholders reading the offer document and the circular of the board of directors in detail before voting on any of the decisions related to the merger deal. If in doubt before the deciding EGM, shareholders must consult an independent CMA-licensed financial advisor. However, they must rely on their own examination of the merger based on their individual objectives, financial situation and needs. Both companies noted that the proposed merger remains subject to multiple prerequisites, including obtaining the approval of Gulf Union Alahlia and GGCI's shareholders, amongst others stated in the entry into the agreement announcement. They will make further announcements when material developments occur in this regard, including results of the deciding EGMs.
Argaam
24-02-2025
- Business
- Argaam
CMA approves Gulf Union Alahlia capital hike for merger with GGI
The Capital Market Authority (CMA) approved Gulf Union Alahlia Cooperative Insurance Co. 's request to increase its capital from SAR 458.95 million to SAR 687.18 million, through issuing 22.82 million ordinary shares. The capital hike is coming for a merger with Gulf General Cooperative Insurance Co. (GGCI), under which the latter's assets and liabilities would be transferred to Gulf Union Alahlia through a securities exchange offer. In a statement, the CMA said a shareholders circular will be published within sufficient time before the deciding extraordinary general meeting (EGM) of Gulf Union Alahlia. The CMA resolution included an approval of the proposed offer timetable and the publication of the offer document by Gulf Union Alahlia to GGI shareholders to merge the two entities through a share swap. The offer document of Gulf Union Alahlia will be published to GGI shareholders for the merger process within sufficient time before the EGM of GGI. The offer document should include all relevant information that shareholders need to know before making an informed decision when voting on the offer, including the offer information and risk factors. If Gulf Union Alahlia shareholders approve the capital increase, and GGI shareholders accept the offer in their EGMs, the new shares will be issued to GGI shareholders who are registered with the Securities Depository Center Co. (Edaa). In addition, GGI will be delisted from the Saudi Exchange (Tadawul) after Gulf Union Alahlia shareholders approve the capital top-up and GGI shareholders accept the offer in their EGMs. A voting decision without reading the shareholder circular and the offer document carefully may involve high risks. Therefore, shareholders should carefully read the circular and the offer document to reach a proper voting decision. If the circular and offer document prove difficult to understand, it is recommended to consult with an authorized financial advisor. The CMA's approval should never be considered as an endorsement of the merger's feasibility. It merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met. According to data available with Argaam, the two Saudi insurance firms signed on Dec 9, 2024, a binding merger agreement. The deal entails transferring all of GGI's rights, obligations, assets, and contracts to Gulf Union Alahlia. In return, Gulf Union Alahlia will issue 22.82 million ordinary shares at a nominal value of SAR 10 each to GGI shareholders. Meanwhile, GGI shareholders will receive a 0.76 share in Gulf Union Alahlia for each share they hold. The CMA's approval should never be considered as an endorsement of the merger's feasibility. It merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.
Argaam
12-02-2025
- Business
- Argaam
IA approves Gulf Union Alahlia, Gulf General merger deal
The Saudi Insurance Authority approved on Feb. 11 the merger deal between Gulf Union Alahlia Cooperative Insurance Co. and Gulf General Cooperative Insurance Co. (GGI). The approval covered the merger deal and other related matters. Two separate statements on Tadawul today indicated that the merger deal is contingent on several outstanding conditions, including approvals from the Capital Market Authority (CMA) and the shareholders of both companies. Both companies stated that they will disclose any material developments on the merger deal in due course. According to Argaam data, both Gulf Union and GGI concluded a binding merger agreement on Dec. 9, 2024. The merger entails transferring all of GGI's rights, obligations, assets, and contracts to Gulf Union Alahlia. In return, Gulf Union Alahlia will issue 22.82 million ordinary shares with a nominal value of SAR 10 per share to GGI's shareholders.
