NCB issues board circular for planned merger with Samba

Logos of NCB and Samba Financial Group

National Commercial Bank (NCB) issued today, Feb. 9, a circular addressed to its shareholders with respect to the planned merger with Samba Financial Group, according to a bourse statement.
 

The bank's board of directors noted that each NCB shareholder must carefully read and consider all information contained in the shareholders circular 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 the NCB extraordinary general assembly meeting, such shareholder should consult an independent financial advisor licensed by the Capital Market Authority in relation to the merger and relies on its own examination of the merger with regard to such NCB shareholder's individual objectives, financial situation and needs.
 

NCB also issued the offer document addressed to Samba's shareholders, noting that Samba Group shareholders should carefully read and consider all information contained in the offer document and the circular to be issued by Samba Group’s board prior to making their decision on how to vote on the merger.
 

Moreover, NCB issued the transaction timetable, which sets out the proposed dates for the main events for the implementation of the merger.
 

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.