OSN Submits Preliminary Offer to Acquire Full Ownership of Anghami

OSN Streaming has submitted a preliminary non-binding Anghami acquisition proposal to purchase all remaining outstanding shares of the music platform. According to a report by Wamda, the controlling shareholder offers $3.39 per share in cash to take the company private. Currently, OSN owns approximately 67% of the outstanding ordinary shares of the Nasdaq-listed streaming entity.

Details of the Proposed Transaction

The proposed transaction remains subject to several regulatory approvals and board decisions. Consequently, no final agreement has been reached between the involved parties yet. Meanwhile, the Saudi Arabian media conglomerate MBC Group continues to hold a 13.7% stake in the company.

OSN indicated that it expects to fund the transaction through equity or other financing from its shareholders. Notably, the acquisition will not be subject to any financing conditions. However, Anghami may also continue to operate as a publicly listed company if the deal does not progress.

Board Appointments and Special Committee

In response to the proposal, the board of directors appointed three new independent directors to evaluate the offer. Specifically, the new members are Nathan Scott Fine, Guergui Saykov Stoyanov, and Chiara Marcati. These directors have no material relationship with OSN and hold no interest in the transaction.

These three independent directors will form a special committee to review and negotiate the terms. Nathan Scott Fine will serve as the chairman of this committee. Furthermore, the committee has the authority to retain independent legal and financial advisors to assist in its deliberations.

Evaluating the Anghami Acquisition Proposal

The special committee has the full authority to evaluate, negotiate, or reject the Anghami acquisition proposal. Therefore, the company will not enter into any agreement without a favorable recommendation from this committee. Additionally, any final transaction requires approval from the full board of directors and shareholders.

Currently, shareholders do not need to take any action regarding the Anghami acquisition proposal. The company stated that it does not intend to disclose further developments until a formal agreement is reached. This strategic review ensures that the interests of non-affiliated shareholders are fully protected.

Background of the Appointed Directors

The newly appointed directors bring extensive experience in investment banking, corporate governance, and technology. For instance, Nathan Scott Fine has worked in investment banking for over 35 years, focusing on corporate restructurings. Meanwhile, Guergui Saykov Stoyanov is the founder of StoGeo, a global advisory firm.

Chiara Marcati serves as the Chief Advisory and Business Officer at AI71, specializing in technology strategy. Previously, she worked as a partner at McKinsey & Company, leading artificial intelligence practices. These diverse backgrounds will support the committee in analyzing the financial and operational aspects of the deal.