| Element List | Explanation |
|---|---|
| Introduction | Al-Khaleej Training and Education Company ('First Party') announces the signing of a non-binding memorandum of understanding with GFH Financial Group ('Second Party') to explore ways of mutual cooperation for integrating the assets and companies of both parties in education sector. |
| Memorandum Signing Date | 2026-01-18 Corresponding to 1447-07-29 |
| Counterparty | GFH Financial Group is a public shareholding company registered in the Kingdom of Bahrain and listed on the Bahrain Bourse, the Kuwait Stock Exchange, the Dubai Financial Market and the Abu Dhabi Financial Market. |
| Memorandum Subject | The two parties agreed to study the merger of the first party's basic education assets and companies (numbering 13 schools) with the second party's education assets and companies (numbering 10 schools and a university), through a 100% in-kind share exchange. This merger aims to establish a new entity (a Saudi joint-stock company or an educational fund) with the purpose of listing it on the Saudi stock market (Tadawul) within a period of 24 to 36 months from the completion of the deal, after obtaining the necessary approvals from the Capital Market Authority and relevant authorities. |
| Memorandum Duration | This memorandum shall take effect from the date of its signing by both parties and shall remain in effect for (6) six calendar months. It may be extended for a similar period or periods with the written consent of both parties, and the extension agreement shall be attached to this memorandum and considered part of it. |
| Related Parties | There are no related parties. |
| Financial Impact | There is no financial impact. |
| Additional Information | The assets targeted by the first party include 13 schools in the cities of (Riyadh, Dammam, Jeddah, Khobar, Dhahran and Al-Ahsa), while the assets of the second party include 10 schools and a university in (Saudi Arabia, Bahrain, the UAE, and Tunisia). The number of students in the schools subject to the merger may reach approximately 25,000 male and female students, making this new entity one of the largest educational entities in the Kingdom of Saudi Arabia. Major terms of the agreement: 1. The memorandum is not legally binding with respect to the execution of the transaction, but it is binding with respect to confidentiality during its period of validity. 2. Ownership percentages in the new entity will be determined based on the final agreed-upon valuation using multiple valuation methods and after the completion of due diligence. Procedures that the company will take during the term of the agreement: 1. Carrying out financial and legal due diligence evaluations and examinations. 2. Appointing independent advisors (legal, tax, and certified financial) and a certified appraiser in conjunction with the other party. 3. Completing the necessary studies, negotiations, and approvals for signing the final transaction agreements. |
