The filing of the proposed merger between Atlanta and its subsidiary Sanad was made with the registry of the commercial court of Casablanca on August 12, 2020. The opportunity to discover some additional details on this highly anticipated operation, in the finalization is expected for September 2020.
The Holmarcom Group announced last June its intention to merge its two Moroccan insurance companies, Atlanta and Sanad. The terms of their proposed merger, as presented at the time, indicated that the absorption of Sanad by Atlanta will be carried out on the basis of an exchange parity of 11 Atlanta shares for 1 Sanad share. The merger notice released today specifies that the valuation of the asset contributed by Sanad amounts to 10.4 billion dirhams for a book value of 8.5 billion dirhams. The liabilities brought amount to 7.9 billion dirhams.
Fixed assets were revalued against their net book value in Sanad’s balance sheet at December 31, 2019, to determine their actual value. For other assets and liabilities, the actual value is considered to be equal to their net book value in Sanad’s balance sheet as at December 31, 2019.
The value of the goodwill was determined from the overall value of Sanad less the value of the various other assets and liabilities.
Merger bonus
The merger premium comes out at MAD 1.95 billion. It will be proposed to the Extraordinary General Meeting of Shareholders of Atlanta to authorize his allocation as follows:
+ Allocation of all costs, rights and fees caused by the merger, as well as the taxes incurred or due in connection with the merger, and all sums necessary for the successful completion of the takeover of Sanad’s rights and commitments by Atlanta,
+ Withdrawal of the sum necessary for the full allocation of the legal reserve and regulated provisions,
+ Withdrawal of any omitted or undisclosed liabilities relating to the goods contributed.
It should be remembered that the merger has yet to obtain the approval of the supervisory authorities, the ACAPS in particular for the merger approval and the AMMC for the prospectus relating to the operation.
The Atlanta and Sanad EGMs must also give their approval to the operation.
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