| 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.
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.
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.
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.
• 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
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.
(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.
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.