premargin

Element List	Explanation
Introduction	With reference to Dr. Soliman Abdulkader Fakeeh Hospital Company ("DSFH") and its subsidiaries ("Fakeeh Care Group", "Group", "Fakeeh Care") announcement dated 05/11/2025G (corresponding to 14/05/1447H) in relation to the Board of Directors’ approval to initiate negotiations to acquire a majority stake in Diagnostic Elite Company (“Diagnostic Elite”, “Company”), Fakeeh Care is pleased to announce that it has entered into a binding share purchase agreement on 30/11/2025G (corresponding to 09/06/1447H) to acquire a 50.01% equity stake in Diagnostic Elite from Soliman Abdul-Qader Fakeeh Real Estate Company (“Fakeeh Real Estate”), without profit to the seller. The transaction is structured to support Diagnostic Elite’s growth whereby more than 75% of the aggregate outlay is directed to fund the company’s operate-and-manage (“O&M”) expansion to a targeted 16 medical facilities across KSA (six medical centers currently operating, including Jeddah, Makkah, Madinah, Khamis Mushait and Yanbu, with a roll out plan for a further ten facilities). The acquisition also strengthens Fakeeh Care’s positioning for the Kingdom’s privatization initiatives by investing in a scalable, technology-enabled diagnostics model.
Transaction Details	Fakeeh Care announces the signing of a share purchase agreement (the “Agreement”) for the acquisition of a 50.01% stake in Diagnostic Elite, a Saudi-based teleradiology and imaging services company (the “Transaction”). Pursuant to the Agreement, Fakeeh Care will purchase from Soliman Abdul-Qader Fakeeh Real Estate Company (Fakeeh Real Estate) 30,506 shares of Diagnostic Elite (the entire holding), representing 50.01% of the company’s issued share capital (the “Transferred Shares”), without profit to the seller. The remaining 49.99% of the shares will continue to be held by the existing founding shareholders of the company.
Transaction Amount	SAR 70 million (aggregate of purchase consideration and capital contribution)
Transaction Conditions	The Agreement includes customary terms, conditions, representations and warranties by each party as is customary in similar transactions. Completion of the Transaction will be subject to a number of conditions precedent: (i) obtaining confirmation from the General Authority for Competition (“GAC”); (ii) obtaining the approval of the General Assembly of DSFH in respect of the related-party nature of the Transaction; and (iii) completion of the corporate and regulatory procedures required to amend the articles of association and commercial registration of Diagnostic Elite Company to reflect the new ownership structure, as further set out in the Agreement. In the event that any of the conditions precedent is rejected, denied or not approved by the relevant regulator or competent authority, either party will have the right to terminate the Agreement without any liability, in accordance with the terms of the Agreement.
Parties of the Transaction	1. Dr. Soliman Abdel Kader Fakeeh Hospital Company (DSFH ) 2. Soliman Abdul-Qader Fakeeh Real Estate Company (Fakeeh Real Estate) 3. Diagnostic Elite Company Existing shareholders of Diagnostic Elite: • Fakeeh Real Estate: Holds 30,506 shares out of 61,000 issued shares, representing 50.01% of the company’s share capital. • The founders (six consultant radiologists): Collectively hold 30,494 shares out of 61,000 issued shares, representing approximately 49.99% of the company’s share capital.
Transaction Financing Method	Through Fakeeh Care Group’s own resources.
Date of Entering Into The Transaction	2025-12-02 Corresponding to 1447-06-11
Description of Activity of The Asset Subject of The Transaction	Diagnostic Elite is a pioneering Saudi company offering Teleradiology and radiation safety services to health care facilities in KSA and other GCC countries, expanding into operating and managing (O&M) radiology departments within Hospitals and Medical Centers through its subsidiary Premier Imaging Medical Centers Company (“PIMC”), delivering mobile imaging services, with an inhouse developed Picture Archiving and Communication System (PACs) and Artificial intelligence optimized workflows. Diagnostic Elite has created a strong base of O&M agreements across multiple regions: six medical centers are operational (Jeddah, Makkah, Madinah, Khamis Mushait, and Yanbu), with commitments for a further ten medical facilities across KSA, therefore targeting a total of 16 O&M locations. This growth will be funded by virtue of the transaction’s proceeds.
Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction	Diagnostic Elite Company’s revenues: • For 2022G SAR 12.3 million • For 2023G SAR 13.8 million • For 2024G SAR 24.2 million Diagnostic Elite Company’s net profit/(loss): • For 2022G SAR 1.4 million • For 2023G SAR 4.5 million • For 2024G SAR (2.7) million
Transaction reasons	The Transaction aligns with Fakeeh Care strategy to strengthen its diagnostic and technology-enabled healthcare services and further integrate specialized providers within its core healthcare platform. The Transaction is expected to generate clinical, operational and technological synergies over time and enhances Fakeeh Care’s positioning to participate in the Kingdom’s privatization initiatives by scaling an O&M-driven, technology-enabled diagnostics footprint. A majority of the aggregate outlay is funding Diagnostic Elite’s technological capabilities as well as its O&M expansion to a targeted 16 medical facilities across KSA. Over time, the Transaction is expected to generate clinical, operational, and technology synergies across Fakeeh Care Group’s network.
Expected Impact of the Transaction on the Company and Its Operations	At completion of the Transaction, Fakeeh Care Group will hold a 50.01% majority stake in Diagnostic Elite Company, making it the controlling shareholder. The Transaction is expected to strengthen the Group’s diagnostics and imaging platform, support the integration of teleradiology services across its network, and generate operational efficiencies over time.
Related Parties	Soliman Abdul-Qader Fakeeh Real Estate Company is 100% owned collectively by Dr. Mazen Fakeeh, Mr. Ammar Fakeeh, and Dr. Manal Fakeeh – who are majority shareholders of DSFH.
Additional Information	Pursuant to the terms of the Agreement, the consideration for the Transaction will consist of the following: (a) in connection with the acquisition of the Transferred Shares, Fakeeh Care will pay to the Fakeeh Real Estate a cash consideration of fifty-five million three hundred fifty thousand (55,350,000) Saudi Riyals; and (b) in connection with the assumption of the remaining capital commitments under the existing share purchase agreements, Fakeeh Care will undertake to contribute to Diagnostic Elite an amount of fourteen million six hundred fifty thousand (14,650,000) Saudi Riyals, payable in accordance with the terms of such agreements. Accordingly, the aggregate value of the Transaction amounts to seventy million (70,000,000) Saudi Riyals. Fakeeh Care Group will announce the completion of the Transaction or any other material developments in due course.

Dr. Soliman Abdel Kader Fakeeh Hospital Company Announces the acquisition of 50.01% of Diagnostic Elite Company