Solidarity Bahrain submits firm intention to acquire T’azur

Both parties have been in discussions on mutually-agreeable terms for the merger including on valuation and swap ratio

  
Traders wait at the Bahrain Bourse after Joe Biden won the U.S. presidency, in Manama, Bahrain, November 8, 2020.

Traders wait at the Bahrain Bourse after Joe Biden won the U.S. presidency, in Manama, Bahrain, November 8, 2020.

REUTERS/Hamad I Mohammed

MANAMA: Solidarity Bahrain has submitted its firm intention to make an offer to T’azur, marking a key step in the proposed merger of the two Sharia–compliant insurers.

In a disclosure to Bahrain Bourse, Solidarity said on July 18, 2021, it filed a firm intention with T’azur to make an offer for the merger.

Both parties have been in discussions on mutually-agreeable terms for the merger including on valuation and swap ratio, following the submission last month of due diligence results to T’azur’s board of directors. The merger would be executed via a transfer of business, assets and liabilities from T’azur to Solidarity Bahrain, in exchange for shares in Solidarity.

The scope of the plan includes primarily the Bahrain operations (assets and liabilities) of T’azur as well as certain specific assets and or investments relating to its operational presence outside Bahrain.

The firm intention shall remain valid for acceptance by T’azur, until the close of business on August 5, 2021.

If accepted, this would lead to the boards of both Solidarity and T’azur to call for an extraordinary general meetings (EGMs) to approve the merger and related items including the swap ratio.

The EGMs have to take place within 2 months from the date of acceptance of the firm intention by T’azur.

Solidarity had issued a letter of intent to merge with T’azur last October, which was accepted by the board of directors of the latter in November.

A GDN report then quoted Solidarity Group chief executive and Solidarity Bahrain vice-chairman Ashraf Bseisu as saying that the transaction would create a business with a “significantly large portfolio, wide array of products and leverage the synergy between the two operations to enhance value for all stakeholders”.

PRODUCTS

He had also said that the merger is expected to be finalised by the end of this year.

T’azur was established in 2007 by Unicorn Investment bank with an authorised capital of $500,000,000, of which $58,000,000 is issued and paid-up, says the company’s website.

It provides family and general takaful products for individuals and businesses.

Solidarity Bahrain provides a range of takaful products and operates through five segments: non-motor segment, which includes fire, marine, general accident, liability and engineering lines of business; motor segment which includes insurance for motor vehicles; life and medical expense cover; group life segment which includes group life and credit life business, as well as family takaful.

In its latest report, the AM Best ratings agency said Solidarity consistently ranks in the top three takaful firms in the kingdom by gross written premium.

It said the Bahraini insurance market – the smallest among the GCC countries – is very competitive, with a large number of companies vying for a limited amount of premium.

In 2018, 36 insurers (24 of which were locally domiciled) competed for approximately $750 million of premium.

Conventional insurance dominates the market, although takaful business has been growing in recent years, accounting for 28pc of the market in 2018, among the highest penetration levels in the region, said the report on Bahrain’s insurance market.

This is the second M&A initiative for the Solidarity Group’s Bahrain subsidiary in a span of four years, following the acquisition of Al Ahlia Insurance.

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