National Commercial Bank (NCB) entered into a legally binding merger agreement with Samba Financial Group (Samba) today, Oct. 11, the lenders said in separate bourse statements.
The two banks have now agreed to take the necessary steps to implement a merger in accordance with Articles 191-193 of the Companies Law and Article 49(a)(1) of the Merger and Acquisition Regulations issued by the Capital Market Authority.
The merger is expected to be completed in Q2 2021.
Upon the completion of the merger, NCB will continue to exist while Samba will cease to exist and its shares will be cancelled. NCB will issue new shares to Samba shareholders.
Shareholders of Samba Group will acquire new shares in NCB, as per the exchange ratio of 0.739 shares in NCB for every Samba share.
New shares will be issued by increasing the paid-up capital of NCB from SAR 30 billion to SAR 44.78 billion. Accordingly, the number of issued shares will increase from 3 billion to 4.48 billion, representing an increase of 49.3%.
On June 25, NCB announced the signing of a framework agreement with Samba with regard to the potential merger.
Earlier in the day, the Saudi Stock Exchange (Tadawul) suspended trading on shares of NCB and Samba for one trading session.
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Merger Highlights |
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Latest development |
Signing of binding merger agreement |
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Merger method |
Through transferring all of Samba’s assets and liabilities to NCB |
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Equity compensation |
New shares for Samba shareholders |
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Exchange ratio |
Samba shareholders will get 0.739 shares in NCB for every Samba share they own |
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New entity |
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Samba after merger |
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NCB capital before merger |
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NCB capital after merger |
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Percentage of capital increase |
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NCB share price based on exchange ratio |
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Samba share price for merger purpose |
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Samba shareholders’ share after merger |
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NCB shareholders’ share after merger |
67.4% of the merged bank’s capital |
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Major stakeholders after merger |
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Owner |
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Public Investment Fund |
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Public Pension Agency |
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General Organization for Social Insurance (GOSI) |
5.8% |
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