Dallah Healthcare Company announces the signing of a Memorandum of Understanding with Kingdom Investment and Development Company in connection with the sale and purchase of shares in Care Shield Holding Company (by way of a share swap and cash consideration)

2019-09-11 09:44:57

Element ListExplanation
Name of the Counterparty Kingdom Investment and Development Company
Introduction Dallah Healthcare Company announces the signing of a non-binding memorandum of understanding ("MoU") with Kingdom Investment and Development Company in connection with the sale and purchase of shares in Care Shield Holding Company by way of a share swap and cash consideration. The MoU between Dallah Healthcare Company and Kingdom Investment and Development Company in connection with the swap of Kingdom Investment and Development Company’s shares in Care Shield Holding Company against shares in Dallah Healthcare Company and cash (the "Proposed Transaction"). Care Shield Holding Company owns Medical Service Projects Company (LLC) (Kingdom Hospital), Consulting Clinics Company (LLC) and, Modern Clinics Pharmacy Company (LLC). The parties have agreed an initial relative valuation. The final value of the Proposed Transaction will be determined after completing the due diligence process.
Date of signing the Memorandum of Understanding 2019-09-10 Corresponding to 1441-01-11
Memorandum Duration The MoU shall be effective from the date it was executed between the parties and shall remain effective until 31 December 2019
Name of the Counterparty Kingdom Investment and Development Company
Name of Financial Advisor of Each Party Dallah Healthcare Company appointed AlJazira Capital to act as its financial advisor in respect of the Proposed Transaction.
Major Terms in the Memorandum The parties agree that the consideration payable by Dallah Healthcare Company to Kingdom Investment and Development Company shall be in the form of shares in Dallah Healthcare Company and cash.
Related Parties There are no related parties involved
Actions to be Taken by the Company during the Memorandum’s Duration The Proposed Transaction is subject to satisfactory completion of financial, tax, legal and commercial due diligence.
Approvals The Proposed Transaction is subject to approval of (i) the competent authorities; and (ii) the Extraordinary General Assembly of Dallah Healthcare Company.
Additional Information This announcement does not mean that the Proposed Transaction will be agreed between the parties. The entry into this MoU comes as part of Dallah Healthcare Company's expansion plan to support its market standing in providing premium medical service, which is in line with its strategic objectives. Further announcements on relevant developments will be made in due course.