Anghami arrived in August carrying a contradiction that had been building for a year: a 27%-revenue-growth streaming platform that nonetheless burned through roughly $36 million of cash in 2025, with no plausible path to GAAP profitability inside the public-market window that matters to a $35 million equity. On June 30 the controlling shareholder - OSN Streaming Limited, which already owns 67% - made the contradiction formal, submitting a preliminary, non-binding proposal to take Anghami private at $3.39 per Ordinary Share in cash. The offer is equal to the three-month volume-weighted average price as of June 5; against the last close before the announcement, it landed at a meaningful discount, and the public market, recognizing the spread, has spent the six weeks since trading in a tight band that sits roughly 12% above the bid. The current $35 million market capitalization values the entire subscriber base, the OSN+ integration, the Warner Bros. Discovery minority anchor, and the 130-million-user footprint at less than ten dollars per paying customer.
The real question this quarter - and this report - has to answer is whether the controlling shareholder is trying to take Anghami out at a price that lets it capture the upside without paying for it, or whether the offer genuinely reflects the math. The public pieces of that math: FY2025 revenue $99.3 million, up 27% from $78.1 million, with a reported $89.6 million net loss that includes a $15.0 million non-cash intangible-asset impairment, $3.6 million of fair-value gains on the embedded derivative tied to the now-converted OSN convertible note, and a one-time step-up in fixed video content licensing fees that the company itself flags as the dominant earnings drag. Adjusted EBITDA, the company's own preferred non-IFRS measure, came in at negative $65.0 million for the year - narrower than 2024's negative $56.3 million only when measured against a sharply larger revenue base, with the EBITDA margin actually worsening 6.7 percentage points to negative 65.4%. This is a platform that is growing subscribers, growing revenue, and growing losses in roughly equal measure, and the controlling shareholder is now asking public holders to cash out at a price set on the assumption that the public market cannot, on its own, value that combination honestly.
The Special Committee of three independent directors was appointed the same day as the proposal, and the company has retained the right to reject, negotiate, or pursue strategic alternatives. But the structural facts on the page tilt the negotiation heavily: the same parent has now committed fresh liquidity through a $20 million senior unsecured loan agreement signed in April with UBC Ventures, an OSN affiliate, after a $55 million convertible note issued in late 2024 was fully converted into equity in December 2025 - meaning the going-private proposal arrives in a quarter when Anghami's debt-to-equity is at a low and its cash buffer is at a year-high $22.3 million. The committee's leverage comes not from the balance sheet but from the procedural protections: an independent process, a fairness opinion, and the public minority's statutory right to a Cayman Islands statutory merger vote requiring two-thirds approval. The clocks start with the announcement; the spread, and the multiple compressions, are the trade.