- Anghami Receives Take-Private Offer as OSN Seeks to Acquire Remaining Shares and Delist the Company from Nasdaq
- OSN Plans to Finance the Acquisition Through Equity or Other Funding Sources
Anghami Inc. (NASDAQ: ANGH) has received a preliminary non-binding proposal from OSN Streaming Limited, the company’s controlling shareholder, to acquire all of its remaining outstanding shares in a move aimed at taking Anghami private and delisting it from the Nasdaq Stock Market.
Under the proposal, OSN has offered $3.39 in cash per share. The company currently owns approximately 67% of Anghami’s issued and outstanding common shares.
OSN said it intends to finance the acquisition through equity or other funding sources provided by its shareholders or affiliated entities, adding that completion of the transaction will not be subject to any financing condition.
Independent Committee Formed to Review the Proposal
Following receipt of the proposal, Anghami’s Board of Directors appointed three new independent directors: Nathan Scott Fine, Guergui Saykov Stoyanov, and Chiara Marcati. The Board confirmed that all three directors meet Nasdaq’s independence requirements and have no material relationship with OSN or any interest in the proposed transaction.
The Board also noted that the three directors are neither employees, affiliates, nor representatives of OSN.
To evaluate the proposal, the Board established a Special Committee chaired by Nathan Scott Fine and comprising the two other newly appointed independent directors.
‘The committee has been tasked with reviewing the proposal, negotiating its terms, evaluating potential strategic alternatives, and determining the course of action that best serves the interests of the company and shareholders unaffiliated with OSN.
The committee has also been authorized to retain independent legal and financial advisors to assist in the review process and has full authority to approve, negotiate, or reject the proposal as it deems appropriate.
Extensive International Experience
Nathan Scott Fine currently serves as Vice Chairman of Rafael Holdings and previously served as Chief Executive Officer of Cyclo Therapeutics.
He brings more than 35 years of investment banking experience, including debt and equity financing, mergers and acquisitions, strategic advisory, and corporate restructuring.
He has also served on the Board of Directors of Kenon Holdings since 2014.
Guergui Saykov Stoyanov is the Founder and Chief Executive Officer of StoGeo, a strategic consulting firm.
He previously served as Partner and Head of Markets at Grant Thornton UAE and has also held senior leadership positions at EY and PwC across the Middle East. He has more than 25 years of experience in management consulting, corporate governance, and risk management.
Meanwhile, Chiara Marcati serves as Chief Business and Consulting Officer at AI71, where she leads the company’s business strategy, strategic partnerships, and public sector advisory services.
She previously served as a Partner at McKinsey & Company, led QuantumBlack AI across Europe, the Middle East, and Africa, and established an artificial intelligence center with more than 100 specialists.
Transaction Remains Under Review
Anghami emphasized that any potential transaction with OSN will require a favorable recommendation from the Special Committee before being submitted for approval by the Board of Directors and, where applicable, the company’s shareholders.
The company also stressed that the proposal remains preliminary and non-binding, and there can be no assurance that a definitive offer will be made or accepted, that a final agreement will be executed, or that the proposed transaction—or any alternative transaction—will ultimately be completed.
Anghami added that it does not intend to provide further updates regarding the proposal unless it determines that disclosure is appropriate or legally required, noting that shareholders are not required to take any action at this stage.
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