Anghami Inc. (NASDAQ: ANGH) confirmed receipt of a preliminary, non-binding proposal from its controlling shareholder, OSN Streaming Limited, to acquire all outstanding ordinary shares not already owned by OSN in a going-private transaction.

OSN proposed a purchase price of $3.39 in cash per ordinary share. OSN currently holds approximately 67% of Anghami's issued and outstanding ordinary shares. OSN indicated it expects to fund the acquisition through equity or other financing from its shareholders and their affiliates, and that the transaction would not be subject to a financing condition.

In response, Anghami's board of directors appointed three new independent directors: Nathan Scott Fine, Guergui Saykov Stoyanov, and Chiara Marcati. The board determined that each director has no material relationship with OSN and is not an employee, affiliate, or nominee of OSN.

The board also formed a special committee composed solely of the three newly appointed directors, with Fine serving as chairman, to review, evaluate, and negotiate the proposal and any potential strategic alternatives. The special committee has authority to retain independent legal and financial advisors and to reject the proposal if it determines that appropriate. Anghami will not approve any transaction with OSN without the special committee's prior favorable recommendation.

Any transaction would also require final board approval and any required shareholder approval. The company noted there is no assurance that a definitive offer will be made or accepted, or that any transaction will be completed. Anghami said it does not intend to disclose further developments unless determined appropriate or necessary, and that no action is currently required by shareholders.

Anghami is a streaming platform operating across the Middle East and North Africa region, headquartered in Abu Dhabi, UAE.