Samba issues board circular for proposed merger with NCB

Logos of NCB and Samba Financial Group

Samba Financial Group issued today, Feb. 9, the circular prepared by its board of directors for the proposed merger with National Commercial Bank (NCB), according to a bourse filing.
 

The circular includes Samba’s board of directors’ opinion in respect of the offer addressed to the shareholders of Samba for the purpose of merging Samba in NCB, and NCB’s plans for Samba and its employees, in addition to the independent advice provided to the Samba’s board of directors by Morgan Stanley Saudi Arabia which has been appointed as the financial advisor in connection to the Merger.
 

NCB has also issued today the offer document to Samba’s shareholders, which includes all the details related to the offer by NCB to Samba’s shareholders for the purpose of merging Samba into NCB in consideration for NCB issuing new shares to Samba’s shareholders. NCB also issued a circular addressed to its shareholders in relation to increasing NCB’s share capital for the purpose of merging Samba into NCB.
 

Samba's board of directors noted that each Samba shareholder must carefully read and consider all information contained in the circular and offer document prior to making their decision on how to vote on the merger. It added that, if in doubt as to the vote that such shareholder should make at Samba’s extraordinary general assembly meeting, it is recommended that such shareholder consult an independent financial advisor licensed by the CMA in relation to the merger and relies on its own examination of the merger with regard to such Samba shareholder's individual objectives, financial situation and needs.
 

NCB received yesterday the approval of the Capital Market Authority (CMA) to increase its capital from SAR 30 billion to SAR 44.78 billion, through issuing 1.478 billion ordinary shares.
 

The bank invited its shareholders to attend an extraordinary general assembly meeting, scheduled to be held on March 1, to discuss the planned merger.
 

In October 2020, NCB entered into a legally binding merger agreement with Samba, under which both banks agreed to take the necessary measures to implement a merger pursuant to the Companies Law, as well as the merger and acquisition regulations issued by the capital market authority, Argaam reported.

NCB added that the merger will take effect on April 1, 2021, in case the extraordinary general meetings of both banks approve the deal. NCB and Samba will announce the merger effective date on the same date. 

Trading on Samba shares will be halted on April 1. Samba shares will be delisted from Tadawul. The consideration shares will be listed on Tadawul and allocated for the shareholders of Samba, registered in the shareholders’ register at the end of the second trading period following the effective date. 

Samba shares will be delisted within a period of no less than the third trading period and not exceeding the sixth trading period after the effective date.  

Moreover, Samba’s commercial registration certificate will be canceled within a period of 30 days maximum from the effective date, which is expected to take place on Apr. 29, 2021.