| Element List | Explanation |
|---|---|
| Introduction | Dr. Soliman Abdulkader Fakeeh Hospital Company (“DSFH”) and its subsidiaries (“Fakeeh Care Group”, “Group”, “Fakeeh Care”) announced on 03/12/2025 that it entered into a binding share purchase agreement to acquire a 50.01% equity stake in Diagnostic Elite Company (“Diagnostic Elite”) from Soliman Abdul-Qader Fakeeh Real Estate Company (“Fakeeh Real Estate”), for SAR 70.0 million without a profit to the seller. |
We would like to clarify that the total cost of investment of SAR 70.0 million consists of:
a) SAR 55.35 million payable in Cash to Fakeeh Real Estate for the transfer of 30,506 shares in Diagnostic Elite, whereas this amount represents (i) SAR 52.3 million of aggregate amounts paid by Fakeeh Real Estate to the founders of Diagnostic Elite and the capital injected in Diagnostic Elite previously and (ii) SAR 3.05 million representing the cost to Fakeeh Real Estate of the capital deployed during the investment period; and
b) SAR 14.65 million that DSFH will contribute directly to Diagnostic Elite as capital to fund its planned expansion in line with existing share purchase agreements.
As a result, Fakeeh Real Estate is effectively transferring the shares to DSFH at its investment cost following completion of the required regulatory procedures.
It is also worth noting that, based on an independent external valuation, the indicative fair value range for the 50.01% stake in Diagnostic Elite was estimated at SAR 114–125 million. On this basis, the total consideration of SAR 70 million corresponds to a discount of approximately 38%–44% to that indicative valuation range.
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