Dallah Healthcare Company Announces the Completion of the Procedures of the Acquisition of Ayyan Investment Company Shares in Al-Ahsa Medical Services and Al-Salam Medical Services Company
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement from Dallah Healthcare Company (“Dallah” or the “Company”) published on the website of the Saudi Exchange on 13/09/1446H (corresponding to 13/03/2025G) regarding the results of the extraordinary general assembly meeting which included approving the increase in Dallah’s capital to acquire the shares of Ayyan Investment Company (“Ayyan”) in Al-Ahsa Medical Services (“Al-Ahsa”) amounting to 97.41% of the capital of Al-Ahsa, and to acquire Ayyan’s shares in Al-Salam Medical Services Company (“Al-Salam”) amounting to 100% of the capital of Al-Salam (the “Transaction”), Dallah announces the completion of the Transaction and the conclusion of its procedures, the deposit of the consideration shares to Ayyan, and the payment of the cash consideration. |
| Acquisition Procedures Conclusion Date | 2025-04-06 Corresponding to 1446-10-08 |
| Summary of Acquisition / Purchase | On 15021446H (corresponding to 19082024G), Dallah and Ayyan have entered into a Share Purchase and Subscription Agreement, under which Dallah acquired: (i) fourteen million six hundred eleven thousand six hundred (14,611,600) ordinary shares with a nominal value of ten SAR (10) per share in Al-Ahsa, representing 97.41% of the shares in Al-Ahsa, and (ii) all the shares in Al-Salam, amounting to twenty million (20,000,000) ordinary shares with a nominal value of ten SAR (10) per share, from the seller, Ayyan, in exchange for the issuance by Dallah of three million eight hundred ninety-three thousand six hundred three (3,893,603) ordinary shares with a nominal value of ten SAR (10) per share, fully paid, to Ayyan, along with the payment of the cash consideration based on the formula agreed upon in the Share Purchase and Subscription Agreement.
As a result of this and the shareholders’ approval in the extraordinary general assembly on 12/09/1446H (corresponding to 12/03/2025G), the capital of Dallah increased from nine hundred seventy-six million eight hundred eleven thousand six hundred sixty (SAR 976,811,660) Saudi Riyals to one billion fifteen million seven hundred forty-seven thousand six hundred ninety (SAR 1,015,747,690) Saudi Riyals, and the number of its shares increased from ninety-seven million six hundred eighty-one thousand one hundred sixty-six (97,681,166) ordinary shares to one hundred one million five hundred seventy-four thousand seven hundred sixty-nine (101,574,769) ordinary shares, reflecting a capital increase of (3.99%) in the current capital of Dallah.
It is important to note that the cash consideration, calculated in accordance with the agreed-upon formula, was determined to be one hundred forty-three million, three hundred seventy-two thousand, seven hundred fifty-one (SAR 143,372,751) Saudi Riyals to be paid by Dallah to Ayyan. This amount reflects the capital contribution of Ayyan to Al-Salam and the deduction of the accumulated losses of Al-Salam from Jan 2024 to Feb 2025. Furthermore, according to the Share Purchase and Subscription Agreement, Dallah settled the outstanding amounts owed to Al-Salam’s related parties (as defined in the agreement), such loans totaling one hundred seventy-six million, four hundred fifty-six thousand, seven hundred six (SAR 176,456,706) Saudi Riyals, which were settled concurrently with the payment of the cash consideration. Concurrently with the Transaction completion, the parties have agreed that Al-Ahsa will continue to collect certain receivables amounting to thirty million, nine hundred seventy-four thousand, six hundred ninety (SAR 30,974,690) Saudi Riyals, and in case not collected by end of year 2025, Ayyan will pay an amount equivalent to the uncollected amounts to Dallah. |
| Related Parties | Ayyan is not considered a related party to Dallah. Therefore, the Transaction does not involve related parties. |
| Financial Impact | The financial impact is expected to appear in the interim financial statements for the first quarter of 2025, noting that the consolidation of the financial statements of the acquired companies in the financial statements of the Company would only commence from the date of transfer of control over these companies to Dallah during the month of March 2025. |
| Ownership and Legal Documents Transfer Conclusion Date | The shareholders’ register for Al-Salam and Al-Ahsa were updated to reflect the ownership of Dallah on 16/09/1446H (corresponding to 16/03/2025G). The consideration shares were deposited into Ayyan’s investment portfolio on 23/09/1446H (corresponding to 23/03/2025G), and the cash consideration was paid in full on 08/10/1446H (corresponding to 06/04/2025). |
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