‎MEDGULF, Buruj release documents, circulars on planned merger

‎MEDGULF, Buruj release documents, circulars on planned merger ‎MEDGULF, Buruj release documents, circulars on planned merger

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Logos ofThe Mediterranean and Gulf Insurance and Reinsurance Co. (MEDGULF) andBuruj Cooperative Insurance Co.

The Mediterranean and Gulf Insurance and Reinsurance Co. (MEDGULF) published the offer document and shareholders’ circular related to its proposed merger with Buruj Cooperative Insurance Co.

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For more news and details on MAs

In a statement on Tadawul, the company said it had released the following documents:

First: A shareholders’ circular prepared by MEDGULF and addressed to its shareholders, in line with Article (60) of the Rules on the Offer of Securities and Continuing Obligations. The circular relates to MEDGULF’s capital increase to facilitate the merger of Buruj into MEDGULF, transferring all of Buruj’s rights, obligations, assets, and contracts to MEDGULF.

The MEDGULF board urged shareholders to carefully review all information in the circular before voting on the transaction.

It further advised shareholders who are uncertain about how to vote at the extraordinary general meeting (EGM) to seek guidance from an independent financial advisor and licensed by the Capital Market Authority (CMA) and to rely on their own assessment of the deal’s alignment with their investment objectives and financial situation.

Second: An offer document prepared by MEDGULF for Buruj’s shareholders, containing details of the proposed offer in line with Article (38) of the Merger and Acquisition Regulations.

The company stressed the importance of Buruj’s shareholders reviewing both the offer document and the board circular to be issued by Buruj’s board before voting on the merger.

Third: A proposed timeline outlining the key stages of the transaction, in accordance with Paragraph (c) of Article (17) of the Merger and Acquisition Regulations.

MEDGULF added that the merger remains subject to several conditions, including approval from both companies’ shareholders, in addition to other requirements specified in the merger agreement.

The company said it will disclose any material developments as they arise, including the call for the EGM.

In a separate statement, Buruj announced that it has published its board circular, setting out the board’s opinion on the offer submitted to Buruj’s shareholders regarding the merger with MEDGULF.

The circular, prepared in line with Article (39) of the Merger and Acquisition Regulations, includes the Buruj board’s assessment as well as independent advice provided by Alinma Capital, appointed as Buruj’s financial advisor in accordance with Article (18) of the regulations.

Buruj added that related documents will be available for review by its shareholders from Sept. 28, during normal business hours (9 a.m. to 5 p.m., Sunday to Thursday), until the end of the offer period, as defined in the board circular). The documents will be accessible at the company’s headquarters on Thumamah Road, Al Nada District, P.O 51855 Riyadh 11553, Saudi Arabia.

The Buruj board also highlighted the need for shareholders to carefully read both the offer document and the board circular before voting on any resolutions related to the merger. It recommended that shareholders uncertain about the process seek advice from a licensed independent financial advisor to confirm that the transaction and related information align with their financial and investment objectives.

Buruj said it will announce any material developments regarding the transaction in due course.

 

Logos ofThe Mediterranean and Gulf Insurance and Reinsurance Co. (MEDGULF) andBuruj Cooperative Insurance Co.

The Mediterranean and Gulf Insurance and Reinsurance Co. (MEDGULF) published the offer document and shareholders’ circular related to its proposed merger with Buruj Cooperative Insurance Co.

For more news and details on MAs

In a statement on Tadawul, the company said it had released the following documents:

First: A shareholders’ circular prepared by MEDGULF and addressed to its shareholders, in line with Article (60) of the Rules on the Offer of Securities and Continuing Obligations. The circular relates to MEDGULF’s capital increase to facilitate the merger of Buruj into MEDGULF, transferring all of Buruj’s rights, obligations, assets, and contracts to MEDGULF.

The MEDGULF board urged shareholders to carefully review all information in the circular before voting on the transaction.

It further advised shareholders who are uncertain about how to vote at the extraordinary general meeting (EGM) to seek guidance from an independent financial advisor and licensed by the Capital Market Authority (CMA) and to rely on their own assessment of the deal’s alignment with their investment objectives and financial situation.

Second: An offer document prepared by MEDGULF for Buruj’s shareholders, containing details of the proposed offer in line with Article (38) of the Merger and Acquisition Regulations.

The company stressed the importance of Buruj’s shareholders reviewing both the offer document and the board circular to be issued by Buruj’s board before voting on the merger.

Third: A proposed timeline outlining the key stages of the transaction, in accordance with Paragraph (c) of Article (17) of the Merger and Acquisition Regulations.

MEDGULF added that the merger remains subject to several conditions, including approval from both companies’ shareholders, in addition to other requirements specified in the merger agreement.

The company said it will disclose any material developments as they arise, including the call for the EGM.

In a separate statement, Buruj announced that it has published its board circular, setting out the board’s opinion on the offer submitted to Buruj’s shareholders regarding the merger with MEDGULF.

The circular, prepared in line with Article (39) of the Merger and Acquisition Regulations, includes the Buruj board’s assessment as well as independent advice provided by Alinma Capital, appointed as Buruj’s financial advisor in accordance with Article (18) of the regulations.

Buruj added that related documents will be available for review by its shareholders from Sept. 28, during normal business hours (9 a.m. to 5 p.m., Sunday to Thursday), until the end of the offer period, as defined in the board circular). The documents will be accessible at the company’s headquarters on Thumamah Road, Al Nada District, P.O 51855 Riyadh 11553, Saudi Arabia.

The Buruj board also highlighted the need for shareholders to carefully read both the offer document and the board circular before voting on any resolutions related to the merger. It recommended that shareholders uncertain about the process seek advice from a licensed independent financial advisor to confirm that the transaction and related information align with their financial and investment objectives.

Buruj said it will announce any material developments regarding the transaction in due course.

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