| Element List | Explanation |
|---|---|
| Introduction | Dallah Healthcare Company (“Dallah Healthcare”) announces the signing of agreement to purchase all the remaining shares owned by Growth Avenue Investments Company (a single shareholder company), a limited liability company that is wholly-owned by Maharah Human Resources Company (a listed joint stock company) (“Growth Avenue”) representing 41.36% of the share capital of Care Shield Holding Company (“Care Shield”), resulting in Dallah Healthcare’s ownership of the full share capital of Care Shield (the “Transaction”). |
| Transaction Details | As per the Transaction, Dallah Healthcare acquires Growth Avenue’s shares in Care Shield, which amount to (5,170,370) shares, representing 41.36% of the share capital of Care Shield, resulting in Dallah Healthcare’s ownership of the full share capital of Care Shield. |
| Transaction Amount | 434,311,080 |
| Transaction Conditions | The parties herein agree to abide by the customary declarations, warranties and provisions agreed upon. The conditions also included the transfer of shares of Growth Avenue in Care Shield to Dallah Healthcare in the shareholders’ register, and the issuances by Dallah Healthcare of a cheque for the benefit of Growth Avenue. |
| Parties of the Transaction | 1- Dallah Healthcare Company. 2- Growth Avenue Investment Company. |
| Transaction Financing Method | The Transaction has been financed through Dallah Healthcare’s internal resources and existing facilities. |
| Date of Entering Into The Transaction | 2025-12-18 Corresponding to 1447-06-27 |
| Description of Activity of The Asset Subject of The Transaction | Care Shield is a company specialized in providing healthcare services through its subsidiaries, and it is the owner of Kingdom Hospital and Consulting Clinics. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Revenues of FY 2022: SAR 370,270,155 Revenues of FY 2023: SAR 431,896,155 Revenues of FY 2024: SAR 428,891,222 |
| Transaction reasons | This Transaction is a strategic step for Dallah Healthcare to expand its quality healthcare services to a wider patient base, delivering on Dallah Healthcare’s future growth goals, while maximizing the shareholders’ rights and meeting their expectations. |
| Expected Impact of the Transaction on the Company and Its Operations | The deal will bolster Dallah Healthcare's presence in the capital, Riyadh, through advanced healthcare facilities, and will support the delivery of its trusted healthcare services to new patients through a deeper and broader base of medical specialties and competencies. The deal will also increase the share of profit attributable to the shareholders of Dallah Healthcare from the earnings of Care Shield as a result of the acquisition by Dallah Healthcare of all the shares in Care Shield. |
| Related Parties | There are no related parties, noting that Care Shield Holding Company is currently 58.64% owned by Dallah Healthcare (but it is not party to the Agreement). |
| Additional Information | It is worth noting that Dallah Healthcare and Growth Avenue obtained a No Notification Required certificate in relation to the Transaction from General Authority of Competition under No. (1658) dated 20/06/1447H (corresponding to 11/12/2025G). |