premargin

Element List	Explanation
Introduction	With reference to the announcement made by Dallah Healthcare Company (“Dallah Healthcare” or the “Company”) on the Saudi Exchange’s website on 20/05/1447H (corresponding to 11/11/2025G) regarding its acceptance of a non-binding offer submitted by Dr. Soliman Abdel Kader Fakeeh Hospital Co. (the “Buyer” or “Soliman Fakeeh Co.”) to acquire Dallah Healthcare’s entire shareholding of approximately 31.21% in Dr. Mohammed bin Rashid Al Fagih & Partners Company (the “Target” or “Mohammed AlFagih Co.”) (the “Transaction”), Dallah Healthcare is pleased to announce that it has entered into a binding share sale and purchase agreement in respect of the Transaction on 18/11/1447H (05/05/2026G) (the “SPA”), as detailed below.
Transaction Details	Pursuant to the SPA, the Buyer (Soliman Fakeeh Co.) will acquire 100% of the issued share capital of the Target (Mohammed AlFagih Co.) from all current shareholders, including Dallah Healthcare, for an aggregate consideration of SAR (1,595,625,000). Dallah Healthcare’s share of the total consideration amounts to SAR (497,983,407). Following completion of the Transaction, the Buyer will own 100% of the share capital of the Target.
Transaction Amount	SAR 497,983,407, representing the cash consideration payable to Dallah Healthcare.
Transaction Conditions	Pursuant to the SPA, completion of the Transaction is subject to a number of conditions precedent, including mainly (i) the non‑objection of the General Authority for Competition, (ii) obtaining required approvals or consents from certain contractual counterparties of the Target, (iii) the absence of any legal or regulatory restriction or decision prohibiting completion of the Transaction, and other conditions precedent set out in the SPA. The SPA also includes mechanisms to ensure that there is no value leakage in the Target and to indemnify Dr. Soliman Abdulkader Fakeeh Hospital Company if any such leakage is confirmed. In addition, the selling shareholders provided the Buyer with commercial, tax, and financial warranties in relation to the Target. The SPA sets out the provisions governing breaches, types of claims, and applicable limitation periods. Upon completion of the Transaction, an amount of SAR 100 million will be retained from the consideration and deposited into an escrow account for a specified period to cover breaches that may be identified in the Target following completion. The SPA terminates if the conditions precedent are not satisfied or waived (as applicable) within six months from its date of execution, or earlier by the Buyer in the event of a material breach by the selling shareholders of their obligations under the SPA or upon the occurrence of a Material Adverse Effect affecting the Target (as defined in the SPA). The SPA includes other customary provisions for transactions of this nature, including provisions relating to confidentiality, termination, dispute resolution, and other standard terms.
Parties of the Transaction	The Transaction involves the Buyer (Soliman Fakeeh Co.) and the sellers, being Dallah Healthcare, Dr. Mohammed Rashid Al‑Fagih, and thirty‑eight (38) other shareholders holding shares in the Target.
Transaction Financing Method	According to its announcement, the Buyer will finance the deal through a mix of internal resources and financing.
Date of Entering Into The Transaction	2026-05-05 Corresponding to 1447-11-18
Description of Activity of The Asset Subject of The Transaction	The asset subject to the Transaction consists of Dallah Healthcare’s shares in the Target (Mohammed AlFagih Co.), totaling (17,945,348) shares representing 31.21% of the issued share capital of the Target. The Target is a closed joint stock company specializing in owning and operating multi‑specialty hospitals in the Kingdom of Saudi Arabia, and currently owns and operates one hospital, Dr. Mohammed AlFagih Hospital in Riyadh, a multi‑specialty hospital with max capacity of about 350 beds.
Asset Book Value	As of 31 December 2025, the book value of Dallah Healthcare’s investment in the Target amounted to SAR 101,838,627.
Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction	Audited financial information of the Target for the last three financial years (FY23G, FY24G and FY25G): Revenue: • FY2023G: SAR 212.6 million • FY2024G: SAR 374.3 million • FY2025G: SAR 465.6 million Net Profit / (Loss): • FY2023G: SAR (72.7) million • FY2024G: SAR 15.7 million • FY2025G: SAR 48.5 million EBITDA: • FY2023G: SAR (11.4) million • FY2024G: SAR 81.0 million • FY2025G: SAR 111.9 million
Transaction reasons	The Transaction forms part of Dallah Healthcare’s strategy to enhance the efficiency of its investment portfolio, and to consolidate its balance sheet and liquidity in support of its growth and expansion plans, whether by establishing new hospitals or acquiring existing ones, with focus on assets it directly operates and fully owns (to the extent possible).
Expected Impact of the Transaction on the Company and Its Operations	If completed, the Transaction is expected to have a material positive financial impact on Dallah Healthcare in the quarter or financial period during which the completion takes place, with no expected material negative impact from the sale of the shares of the Target on Dallah Healthcare’s profitability in the quarters following the completion of the Transaction, considering the Target is in its ramp up phase and currently contributes in a minor fashion to the earnings of Dallah Healthcare. It should be noted that the expected positive financial impact on Dallah Healthcare from completing the Transaction would stem from both the capital gain on the sold shares (net of any tax burden), as well as from the expected savings on future financing cost, considering the Company intends to use the Transaction proceeds mainly to reduce the current Murabaha facilities on its balance sheet, therefore improving its financial leverage.
Details of Using The Proceeds of the Asset Sale	If the Transaction is completed, Dallah Healthcare intends to use the sale proceeds primarily to settle a portion of its current Murabaha facilities.
Related Parties	One of the members of the Board of Directors, Mr. Khalid bin Abdulaziz Al‑Rais, is one of the sellers in the Transaction, as he owns 0.12% of the Target. Accordingly, he abstained from voting on the Transaction resolution. The interest will be submitted for authorization by the shareholders in accordance with the Companies Law and its implementing regulations.
Additional Information	Execution of the SPA does not constitute completion of the Transaction, as completion remains subject to the satisfaction of the conditions precedent set out in the SPA, and there can be no assurance that the Transaction will be completed. Alpha Capital has been appointed as a joint financial advisor by the selling shareholders of the Target, including Dallah Healthcare, in connection with the proposed Transaction, and Khoshaim & Associates has been appointed as legal advisor. Dallah Healthcare will announce any material developments in due course in accordance with applicable laws and regulations.

Dallah Healthcare Company announces the sale of its shares in Dr. Mohammed Bin Rashed Al Fagih & Partners Company for a value of SAR 497,983,407