Amana Cooperative Insurance Company (SASE:8310) entered into a non-binding memorandum of understanding to acquire Saudi Enaya Cooperative Insurance Company (SASE:8311) from Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (XTRA:MUV2), DAMAN - National Health Insurance Company and others on November 15, 2020. Under the terms, Amana Cooperative Insurance Company will issue new shares to Saudi Enaya Cooperative Insurance Company shareholders in exchange for all issued shares of Saudi Enaya Cooperative Insurance Company. The MOU would expire on the earlier of the signing of the merger agreement or after 12 months of signing the MOU. Both companies will continue to use their name and trademark until the merger becomes effective, and an agreement is reached between the two parties on a name for the merging company after the completion of the deal. Upon the completion of the merger, the shareholders of Enaya will own 55% of Amana's capital, while the current shareholders of Amana will own 45% of its shares. After the completion of the merger, Suleiman bin Hamoud Hilal will become, by Amana, the CEO of the merging company and other employees will be retained. If the capital of Amana is not reduced before the completion of the merger, it will issue 29.27 million new ordinary shares at a nominal value of SAR 10 each to buy Enaya's entire shares for SAR 292.76 million. Upon termination, SAR 3.5 million will payable as termination fees from both parties. The terms of the merger were approved by the Board of Directors of each of Amana and Enay.

The proposed merger is subject to the completion of due diligence to the parties' satisfaction, agreement on final terms and conditions of the merger agreement, and the approval of the competent authorities, approval of Saudi Central Bank, Capital Market Authority and the general assemblies of Saudi Enaya Cooperative Insurance Company and Amana Cooperative Insurance Company and Opinion of Enaya's board of directors. As of July 14, 2021, Saudi General Authority of Competition has issued a non-objection note for the transaction and granted its approval. As of October 28, 2021, Amana Cooperative and Saudi Enaya Cooperative agreed to amend the date of satisfying conditions to be Twelve months instead Six months after signing of agreement. BMG considers that the swap factor agreed under the merger agreement is financially fair to Enaya's shareholders. As of January 10, 2022, Shareholders of Amana approved the transaction and shareholders of Enaya rejected the transaction.

BMG Financial Group acted as financial advisor to Saudi Enaya Cooperative Insurance Company. Zarei and Al Hamdan Law Firm is acting as a legal advisor to Saudi Enaya Cooperative Insurance. Deloitte limited financial advisory conducting as a financial due diligence advisor. Lux Actuaries & Consultants LLC acting as a actuarial consultant. KPMG to provide independent financial consultation linear to the Board of Directors of Enaya. Alinma Investment Company acted as financial advisor while Mohammed Aldhabaan & Partners acted as legal advisor and KPMG Professional Services Limited acted as due diligence provider for Amana Cooperative.