Walaa Cooperative Insurance Company (SASE:8060) signed a non-binding Memorandum of Understanding to acquire MetLife, American International Group and Arab National Bank Cooperative Insurance Company (SASE:8011) for approximately SAR 210 million on June 18, 2019. The parties entered into a definitive agreement on September 29, 2019. Under the terms of the consideration, Walaa will issue new shares to the MetLife AIG ANB Cooperative Insurance's shareholders in exchange for all issued shares of the MetLife AIG ANB Cooperative Insurance. Walaa Cooperative Insurance Company will issue 0.657761 shares for each share of MetLife, American International Group and Arab National Bank Cooperative Insurance Company. The transaction will be executed by away of absorption and acquire MetLife, American International Group and Arab National Bank Cooperative Insurance Company will merge into Walaa and all assets and liabilities of acquire MetLife, American International Group and Arab National Bank Cooperative Insurance Company will be transferred to Walaa which will continue to exist and become the merged entity. After completion, the shareholders of Walaa will own 81.68% of the issued share capital of the merged entity and the shareholders of MetLife, American International Group and Arab National Bank Cooperative Insurance Company will own 18.32% of the issued share capital of the merged entity. Companies will continue using their corporate names and trademarks until the merger becomes effective, and the name of “Walaa Cooperative Insurance Company” will be adopted by the merged entity after the merger comes into effect. In the event of termination, a break-up fee indemnity amounting to SAR 3 million is payable to either of the parties.

Walaa Cooperative Insurance and MetLife, American International have initially agreed that the basis of the valuation will be using equity book value (after any mutually agreed due diligence adjustments) and that the exchange ratio between Walaa and the shareholders of the MetLife, American International shall be calculated using the respective reported book value per share of Walaa and the MetLife, American International in their most recent financial statements published on or before the date of signing of the merger agreement. The proposed merger is subject to the completion of due diligence to the parties' satisfaction, approval from government authorities including Saudi Arabian Monetary Authority, agreement on final terms and conditions of the merger agreement, and the approval of the competent authorities and the general assemblies of the MetLife, American International and Walaa Cooperative Insurance, and approval of the Saudi Stock Exchange (Tadawul) on the listing application for the new shares of Walaa in accordance with the listing rules. The Memorandum of Understanding would expire on the earlier of the signing of the merger agreement or after a period of 120 days from June 18, 2019. The Memorandum of Understanding can be extended by mutual consent of the parties thereto. The parties can mutually agree to terminate the Memorandum of Understanding by written notice at any time. As of December 24, 2019, Saudi Arabian Monetary Authority gave the no-objection letter for the potential merger of Walaa Cooperative and MetLife. The deal is approved by Capital Market Authority on December 30, 2019. The deal is approved by shareholders of MetLife, American International Group and Arab National Bank Cooperative Insurance Company and Walaa Insurance Company on January 27, 2020. The MetLife AIG ANB creditors 'objection period for the merger will begin from January 28, 2020 and ends on February 27, 2020. The merger decision will take effect immediately after the creditors 'objection period has elapsed, in the absence of any existing objection from MetLife AIG ANB creditors to the merger deal. Longstop date for the transaction is June 30, 2020. Aljazira Capital Company acted as financial advisor to Walaa Cooperative Insurance Company. Saudi Kuwaiti Finance House S.S.C. acted as financial advisor to MetLife, American International Group and Arab National Bank Cooperative Insurance Company. Ziad El-Khoury and Wissam Hassem of EKP acted as legal advisors to Walaa Cooperative Insurance Company.

Walaa Cooperative Insurance Company (SASE:8060) completed the acquisition of MetLife, American International Group and Arab National Bank Cooperative Insurance Company (SASE:8011) on February 27, 2020. As a result of the merger deal, all the shares of MetLife AIG ANB will be canceled and Walaa will implement this by issuing 11.84 ordinary shares in favor of the shareholders of MetLife AIG ANB. MetLife AIG ANB has expired and all its assets and liabilities have been transferred to Walaa, which will continue to exist.