| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement of Dallah Healthcare Company (“Dallah Healthcare”) published on the Tadawul website dated October 26, 2025, regarding the commencement by Dr. Soliman Fakeeh Hospital Company (“Fakeeh Hospital”) of negotiation procedures with a number of shareholders in Dr. Mohammad Bin Rashed Al Fagih & Partners Company, including Dallah Healthcare, for the purpose of acquiring a majority stake in the mentioned company, Dallah Healthcare would like to clarify that it has signed in acceptance of a non-binding offer (“NBO”) presented by Dr. Soliman Fakeeh Hospital Company to purchase its entire shareholding of (31.21%) in the share capital of Dr. Mohammad Bin Rashed Al Fagih & Partners Company (“the Associate Company”). |
| Memorandum Signing Date | 2025-11-10 Corresponding to 1447-05-19 |
| Counterparty | Dr. Soliman Fakeeh Hospital Company |
| Memorandum Subject | Dr. Soliman Fakeeh Hospital Company has submitted a non-binding offer to acquire Dallah Healthcare Company’s entire (31.21%) stake in Dr. Mohammad Bin Rashed Al Fagih & Partners Company for a cash consideration. The parties have agreed on an initial valuation, however, the final value of the transaction will be determined after Dr. Soliman Fakeeh Hospital Company completes the necessary studies and due diligence procedures |
| Memorandum Duration | The NBO shall be effective from the date it is signed between the parties and shall remain valid for (180) days unless otherwise agreed in writing between the parties. |
| Related Parties | There are no related parties to this transaction. |
| Financial Impact | The financial impact of the proposed transaction cannot be determined at this stage. Potential material financial impact, if any, will be disclosed once the transaction is finalized. |
| Additional Information | Dallah Healthcare will participate in negotiations around the final binding terms for the execution of the definitive share purchase agreement, after which work will commence to obtain the necessary approvals to complete the transaction. Alfa Capital has been appointed as the joint financial advisor by the selling shareholders of Dr. Mohammad Bin Rashed Al Fagih & Partners Company, including Dallah Healthcare Company, in connection with the proposed transaction. The offer is non-binding, and any agreement on the potential transaction is subject to the parties reaching a final binding agreement. There is no assurance that the final agreements will be signed or that the potential transaction will be completed. Dallah Healthcare Company will announce any material development in due course in accordance with the applicable regulations. |