‎Salama EGM approves capital increase for merger with Enaya 

‎Salama EGM approves capital increase for merger with Enaya  ‎Salama EGM approves capital increase for merger with Enaya 

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Salama shareholders approved a 62.98% capital increase, lifting the company’s capital to SAR 488.9 million

Salama Cooperative Insurance Co.’s shareholders approved a 62.98% capital increase from SAR 300 million to SAR 488.94 million, during the extraordinary general meeting (EGM) held on Jan. 4, according to a statement to Tadawul.

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The capital increase will be implemented through issuing 18.894 million ordinary shares, at 0.82 share in Salama for each share in Saudi Enaya Cooperative Insurance Co. (Saudi Enaya), for the purpose of both companies’ merger.

Merger details

Merger Method

Merger of Enaya into Salama, with the transfer of all its rights, obligations, assets, and contracts to Salama

The Value of the Deal

Issuance of 18.89 million shares at a par value of SAR 10 per share in Salama to Enaya shareholders

Stock Par Value

SAR 10

Swap Ratio

Issuing 0.821 share in Salama for Every Share in Enaya

Valuation of Salama Share

SAR 12.40

Valuation of Enaya Share

SAR 10.19

The Capital of the New Entity

SAR 488.94 mln

Number of Shares

48.89 mln

Ownership of Salama shareholders upon completion

61.36%

Ownership of Enaya shareholders upon completion

38.64%

Shareholders approved all agenda items, including authorising Salama’s board of directors, or any person delegated by the board, to issue any decision or take any action necessary to implement the resolutions set out above.

The completion of the merger requires the approval of shareholders of both companies, and accordingly the merger will not be completed unless Enaya shareholders approve the transaction at the company’s EGM.

Upon obtaining Enaya shareholders’ approval, the merger decision will result in an increase in Salama’s capital through the issuance of new shares to eligible Enaya shareholders, for the purpose of merging Enaya into Salama and transferring all its rights, obligations, assets, and contracts to Salama, in accordance with Article (225) and Articles (227) to (229) of the Companies Law and Subparagraph (1) of Paragraph (A) of Article (49) of the Mergers and Acquisitions Regulations.

Both companies signed a non-binding memorandum of understanding (MoU) in February 2025 to assess the feasibility of a merger. In June, General Authority for Competition issued a decision indicating it had no objection to completing the economic concentration resulting from the merger, according to Argaam data.

The two companies subsequently entered into a binding merger agreement in August, under which Enaya will be merged into Salama with the transfer of all its rights, obligations, assets, and contracts to Salama, in return for Salama issuing 18.89 million ordinary shares to Enaya shareholders.

Approval of the merger and related matters was also granted by the Insurance Authority on Nov. 16, 2025, while the Capital Market Authority (CMA) approved the transaction on Dec. 1, 2025.

 

Salama shareholders approved a 62.98% capital increase, lifting the company’s capital to SAR 488.9 million

Salama Cooperative Insurance Co.’s shareholders approved a 62.98% capital increase from SAR 300 million to SAR 488.94 million, during the extraordinary general meeting (EGM) held on Jan. 4, according to a statement to Tadawul.

The capital increase will be implemented through issuing 18.894 million ordinary shares, at 0.82 share in Salama for each share in Saudi Enaya Cooperative Insurance Co. (Saudi Enaya), for the purpose of both companies’ merger.

Merger details

Merger Method

Merger of Enaya into Salama, with the transfer of all its rights, obligations, assets, and contracts to Salama

The Value of the Deal

Issuance of 18.89 million shares at a par value of SAR 10 per share in Salama to Enaya shareholders

Stock Par Value

SAR 10

Swap Ratio

Issuing 0.821 share in Salama for Every Share in Enaya

Valuation of Salama Share

SAR 12.40

Valuation of Enaya Share

SAR 10.19

The Capital of the New Entity

SAR 488.94 mln

Number of Shares

48.89 mln

Ownership of Salama shareholders upon completion

61.36%

Ownership of Enaya shareholders upon completion

38.64%

Shareholders approved all agenda items, including authorising Salama’s board of directors, or any person delegated by the board, to issue any decision or take any action necessary to implement the resolutions set out above.

The completion of the merger requires the approval of shareholders of both companies, and accordingly the merger will not be completed unless Enaya shareholders approve the transaction at the company’s EGM.

Upon obtaining Enaya shareholders’ approval, the merger decision will result in an increase in Salama’s capital through the issuance of new shares to eligible Enaya shareholders, for the purpose of merging Enaya into Salama and transferring all its rights, obligations, assets, and contracts to Salama, in accordance with Article (225) and Articles (227) to (229) of the Companies Law and Subparagraph (1) of Paragraph (A) of Article (49) of the Mergers and Acquisitions Regulations.

Both companies signed a non-binding memorandum of understanding (MoU) in February 2025 to assess the feasibility of a merger. In June, General Authority for Competition issued a decision indicating it had no objection to completing the economic concentration resulting from the merger, according to Argaam data.

The two companies subsequently entered into a binding merger agreement in August, under which Enaya will be merged into Salama with the transfer of all its rights, obligations, assets, and contracts to Salama, in return for Salama issuing 18.89 million ordinary shares to Enaya shareholders.

Approval of the merger and related matters was also granted by the Insurance Authority on Nov. 16, 2025, while the Capital Market Authority (CMA) approved the transaction on Dec. 1, 2025.

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