Samba Financial Group enters into a potential merger agreement with National Commercial Bank

June 26, 2020 (MLN): Samba Financial Group of Kingdom of Saudi Arabia, which holds 84.51% shares in Samba Bank Limited, has informed that they have entered into a Framework Agreement on June 25, 2020 with National Commercial Bank of Kingdom in order to begin a reciprocal due diligence process and to negotiate definitive and binding terms of a potential merger of Samba (KSA) and National Commercial Bank (KSA).

According to a notification issued by Samba Bank, the parties have agreed on a non-binding basis that the Proposed Transaction, should it proceed, will be completed by way of a merger with National Commercial Bank being the merging bank and Samba being the merged bank.

The parties intend to conclude the reciprocal due diligence process and sign the definitive agreements in relation to the Proposed Transaction, if they agree to their final terms, within a period of four months from the date of this announcement.

It must be noted that neither Samba Financial Group nor National Commercial Bank is under an obligation to proceed with the Potential Transaction. Therefore, there can be no assurance that the Framework Agreement and the reciprocal due diligence process will result in the Proposed Transaction being agreed on a final and binding basis, or that if agreed, the Proposed Transaction will be completed.

Completion of the Proposed Transaction will be subject to various conditions including, but not limited to, approval of the Saudi Arabian Monetary Authority, the Capital Market Authority, the General Authority for Competition and the shareholders of each of Samba and National Commercial Bank in accordance with the applicable legal requirements.

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