United Cooperative Assurance Co. announces signing a Memorandum of Understanding with Saudi Enaya Cooperative Insurance Co to evaluate a potential merger between the two companies

United Cooperative Assurance Co. announces signing a Memorandum of Understanding with Saudi Enaya Cooperative Insurance Co to evaluate a potential merger between the two companies

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|Introduction|| The United Cooperative Assurance Company announces the signing of a non-binding Memorandum of Understanding (the “MOU”) with the Saudi Enaya Cooperative Insurance Co on Monday 11/05/1444H (corresponding to 05/12/2022) to evaluate a potential merger between the two companies.

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Both companies will conduct technical, financial, legal, and actuarial due diligence and engage in non-binding discussions on the terms and conditions of the potential merger.

The two companies have agreed that in the event the proposed merger occurs, it will be implemented by way of share swap where, after the proposed merger is completed, the United Cooperative Assurance Company will issue new shares to the Saudi Enaya Cooperative Insurance Co shareholders in exchange for all issued shares of the Saudi Enaya Cooperative Insurance Co.

The two companies have initially agreed that the methodology used for valuation will be based on equity book value (after any mutually agreed due diligence adjustments) and that the swap ratio between the United Cooperative Assurance Co and the shareholders of the Saudi Enaya Cooperative Insurance Co shall be calculated using the respective adjusted equity book value per share as at a mutually agreed Cut-Off Date.

The United Cooperative Assurance Co has appointed AlInma Capital as its financial advisor for