The National Commercial Bank (SASE:1180) (NCB) entered into a framework agreement to acquire Samba Financial Group (SASE:1090) for SAR 57.4 billion on June 25, 2020. As part of consideration, the shareholders of Samba will receive between 0.736 and 0.787 newly issued share of NCB in exchange for every share they hold in Samba which will be between 1.4 billion to 1.5 billion new NCB shares. The parties have also agreed in the framework agreement that they will negotiate definitive agreements that will set out the relevant commercial terms thereof, including (i) the final structure of the transaction, (ii) the final exchange ratio, (iii) the name of the merging bank and the approach to its branding, (iv) the composition of the board and the parties' approach to the management of the merging bank, and (v) the location of the head office of the merging bank. On October 11, 2020, binding merger agreement is signed to acquire Samba Financial Group for SAR 55.7 billion. As per the agreement, the shares will be exchanged at a ratio of 0.739. Post completion, the merged bank will have a new name of Saudi National Bank and operations under the combined entity are planned to start on April 1, 2021.

After the merger, the size of the board of the Merged Bank will be increased from nine to eleven members and Samba's current Board will nominate two individuals, whom the Board of the Merged Bank will appoint to fill the two additional Board seats. The current substantial shareholders of NCB and Samba (i.e. PIF, GOSI and PPA) will continue to have a number of Directors representing them that is equal to their representation on the board of NCB as of the time of completion of the merger (at present the PIF has 4 representatives, PPA and GOSI each have 1 representative), two directors will be nominated by Samba's current Board (excluding the representatives of the substantial shareholders); and the remaining Directors (currently, three Directors) will be from the then current Board of NCB (excluding the representatives of the substantial shareholders). Ammar Alkhudairy (the current Chairman of Samba) will be appointed as Chairman of the Board of Directors and Saeed Al Ghamdi (the current Chairman of NCB) will be appointed as Managing Director and Group Chief Executive Officer of the Merged Bank. As of December 22, 2020, Rania Mahmoud Nashar resigned from the position of Chief Executive Officer of Samba Financial Group. The Board of Samba assigned Mohammed Bin Abdullah Al Sheikh as the acting Chief Executive Officer till the merger is completed. Samba does not expect that the proposed merger will, if completed, result in the involuntary redundancy of employees. The principal registered office of the Merged Bank will be located in Riyadh.

The transaction is subject to the results of the reciprocal due diligence exercise and signing the definitive agreement within a period of four months from the date of this announcement. The completion of the transaction will be subject to various conditions including, but not limited to, approval of the Saudi Arabian Monetary Authority, Saudi Central Bank, the Capital Market Authority, the General Authority for Competition and the shareholders of each of Samba and National Commercial Bank in accordance with applicable legal requirements. The definitive agreement stated the transaction to be subject to the Ministry of Commerce and the Saudi Stock Exchange (Tadawul). The Saudi General Authority for Competition approved the deal on January 27, 2021. As of March 1, 2021, The National Commercial Bank and Samba Financial Group shareholders approved the deal. The transaction has been approved by Capital Markets Authority and Tadawul. The merger is expected to close during the first half of 2021. As an update, the deal will close in the second quarter of 2021. As of February 2, 2021, transaction is expected to complete during first half of 2021. As on March 1, 2021, Samba Financial Group announces the commencement of the creditor objection period in relation to the Merger pursuant to Article (193) of the Companies Law. Therefore, any creditor of Samba Financial Group will be entitled to object to the Merger by submitting a registered letter to Samba Financial Group. The creditor objection period commences today 17/07/1442H (corresponding to 01/03/2021G) and shall expire at the end of the day on 18/08/1442H (corresponding to 31/03/2021G). Pursuant to the Companies Law, the Merger will take effect upon the expiry of the creditor objection period i.e. March 31, 2021 (assuming there are no unresolved creditor objections from Samba Financial Group's creditors). As of April 1, 2021, no creditor objections were received.

Morgan Stanley Saudi Arabia acted as financial advisor; and Khoshaim & Associates acted as legal advisor to Samba. J.P. Morgan Saudi Arabia Company acted as financial advisor; Mansoor Alhagbani, Selman Ansari and Sahel Mughal of Abuhimed Alsheikh & Alhagbani Law Firm in cooperation with Daniel Boyle and Mohammed Al-Shukairy of Clifford Chance acted as legal advisors to NCB. Cleary Gottlieb acted as legal advisor to Samba.

The National Commercial Bank (SASE:1180) completed the acquisition of Samba Financial Group (SASE:1090) on April 1, 2021. Operations under the new combined entity name, Saudi National Bank (SNB) (ISIN: SA13L050IE10) (SYMBOL:1180), are effective as of April 1, 2021. National Commercial Bank and Samba will continue to service customers as normal while progressing the full integration of products and services. Saudi National Bank began trading as a single listed entity on the Saudi Stock Exchange (Tadawul) on April 1, 2021 as it received approval from the Saudi Stock Exchange (Tadawul) as well. Equally, Samba shares had been de-listed from the Saudi Stock Exchange, and all its assets, liabilities and operations transferred into the Saudi National Bank, which will continue to honor Samba's obligations going forward. Saudi National Bank's new board and leadership structure is in effect and overseeing the integration process, which is expected to be complete within the next 18 months. As of July 11, 2021, The Saudi Capital Market Authority (CMA) has approved the merger.