October 13, 2020 (MLN): Samba Financial Group (SFG) has entered into a framework agreement with Saudi Arabia’s National Commercial Bank (NCB) to, inter cilia, begin a reciprocal due diligence process and to negotiate definitive and binding terms of a potential merger of SFG and NCB.
As per media sources, NCB will purchase rival lender SFG in a deal valued at $14.8 billion.
It is pertinent to mention that Samba Bank Limited’s sponsor/majority shareholder is Samba Financial Group (SFG).
In this respect, the Samba Bank has been informed by SFG that it has entered into a legally binding merger agreement with NCB on October 11, 2020 (the “Merger Agreement”) pursuant to which SFG and NCB have agreed to take the necessary steps to implement a merger between SFG and NCB in accordance with the applicable laws of the Kingdom of Saudi Arabia (the “Merger”).
Pursuant to the terms of the Merger Agreement, and subject to compliance with the applicable laws, the Merger will be implemented through the merger of SFG into NCB, as a result of which all the assets and liabilities of SFG (including SFG's shareholding in the Bank) shall be transferred to NCB. Consequently, upon the completion of the Merger, NCB shall be the surviving entity and shall continue to exist, while SFG shall cease to exist as a legal entity, as per the notice issued to PSX.
The Merger, and the completion thereof, shall be subject to the provisions of the Merger Agreement, including SFG and NCB obtaining the necessary regulatory and corporate approvals. Subject to receipt of the same, SFG has communicated that it expects the Merger to complete during the first half of 2021.
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