Taiba Investment Company has signed a memorandum of understanding with Dur Hospitality Company, relating to a possible securities swap.
The two companies said in a statement on “Tadawul Saudi Arabia” today, Sunday, that they have decided to return to discuss and study a possible agreement, and concluded a non-binding memorandum of understanding regarding a possible exchange of securities, including a non-binding agreement on structuring and exchange rate.
Both companies have gone out of business Early merger discussions And don’t continue to study it in March 2022, after the approval of their board of directors in mid-2021, to start preliminary discussions with Taiba Investment Company to study the merger of the two companies.
The memorandum of understanding provided that the structure for the implementation of the potential agreement would be through a share exchange offer presented by Taiba Investment Company (as offeror) to the shareholders of Dur Company (as target company) for the purpose of owning all issued shares in Dur Company.
This will be in exchange for issuing new shares of Taiba Investment Company to the shareholders of Dur Company in accordance with the provisions of the Mergers and Acquisitions Regulation issued by the Council of the Capital Markets Authority and other relevant rules and regulations, which will result in the delisting of Dur Company to become a wholly owned subsidiary of Taiba Investment Company.
According to the statement of the two companies, taking into account the conclusions of the results of the necessary professional due diligence studies to be conducted by the two companies, Dur’s shareholders will receive one new share of Taiba Investment Company for each share owned in Dur. The final trade parameter will be specified in the final binding agreement for the potential transaction.
According to the memorandum of understanding, the two companies have agreed to negotiate the final arrangements for the prospective deal, which will include related trade provisions, including determining the final structure of the prospective deal and determining the final trade factor for the prospective deal. The memorandum of understanding also includes a number of clauses common to such agreements, which regulate the confidentiality of information, exclusivity, restrictions on certain core activities, restrictions on trade and other related matters.
The two companies said initial analysis indicates that the potential deal involves the presence of related parties and certain board members have an interest in the potential deal. The company will carry out analyzes and assessments in order to ensure compliance with the relevant laws and regulations, and details of the related parties and directors concerned will be communicated at a later stage.
Taiba Investment Company has appointed JP Morgan Saudi Arabia as financial advisor and Khushaim Advocates and Consultants as legal counsel in connection with the potential transaction.
Dur has appointed HSBC Saudi Arabia as financial adviser and Abouhaimed, Al-Sheikh and Al-Haqbani Advocates and Legal Consultants as legal adviser in connection with the potential transaction.
