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Dallah Healthcare to acquire two Ayyan subsidiaries via noncash share transfer: Dallah Healthcare inked a binding SAR 660 mn share purchase and subscription agreement with Ayyan Investment to acquire two of Ayyan’s subsidiaries, according to disclosures to Tadawul (here and here). Both transactions are pending regulatory approvals, and shareholders’ approvals from both parties. The two companies are listed on Tadawul’s main market.
Transaction size + valuations: Dallah will acquire Ayyan’s 97.4% stake in Al Ahsa valued at SAR 409 mn, in addition to acquiring 100% of Ayyan’s Al Salam Medical valued at SAR 251 mn, “by way of a capital increase by issuing new shares in Dallah to Ayyan,” the statements read.
The agreement will see Dallah issue 3.9 mn new shares to Ayyan valued at SAR 660 mn. If the transactions go through, Dallah’s existing shareholders will keep a 96.2% stake in the company, while Ayyan’s shareholders will hold the balance. Ayyan has another 100% owned subsidiary, Al Ahsa Food Industries.
The fine print: “There may also be a cash consideration payable to Ayyan or Dallah based on certain conditions specified in the share purchase and subscription agreement,” according to the disclosures.
Al Ahsa + Al Salam closed 1H of this year in the red: Al Ahsa’s net income rose to SAR 7.1 mn in 2023, up from SAR 4.1 mn in the previous year, according to Ayyan data (pdf). Meanwhile, Al Ahsa reported a net loss of SAR 8.4 mn in 1H of this year. Al Salam reported a net loss of SAR 218.4 mn in 2023, up from a SAR 53.2 mn net loss in the previous year. It also posted a net loss of SAR 95.9 mn in 1H of this year.
REMEMBER- Ayyan’s accumulated losses by 1H 2024 hit 44.9% of the company’s capital. This places the company under the purview of Article 4 of the CMA’s guidelines for listed companies with accumulated losses, flagging the company’s stock until a remedial plan is announced. Ayyan Investment has raised over SAR 47.1 mn from its rump share offering earlier this month, which was 6.48x oversubscribed.
Market reax: Ayyan’s share price dropped 3.7% to SAR 17.4 per share at yesterday’s close, while Dallah’s share price dipped 1% to SAR 163.6 per share.
IN OTHER M&A NEWS-
Almunajem Foods secures approval for upping its stake in Balady Poultry: Tadawul-listed Almunajem Foods and Balady Poultry Trading received the go-ahead from the General Authority for Competition for a share purchase agreement that will see Almunajem acquire an additional 23% of Balady Poultry, according to two separate filings to the exchange (here and here). The transaction was valued at SAR 181.3 mn and will bring Almunajem’s total ownership in the company up to 40%.
