National Commercial Bank (NCB) and Samba Financial Group (Samba) announced Tuesday that their shareholders have approved the historic merger to create a new Saudi banking champion and a regional powerhouse. The merged entity will be called Saudi National Bank and operations under the new name and structure are planned to start on April 1, 2021. At separate Extraordinary General Assembly meetings held on March 1, 2021, shareholders of NCB and Samba voted overwhelmingly in favor of the merger. This follows earlier receipt of all regulatory approvals, including from the Saudi Central Bank (SAMA), General Authority for Competition (GAC), Capital Markets Authority (CMA), and Tadawul. The merger will create a pre-eminent financial institution with significant value creation potential for shareholders, customers and employees, structured to finance economic development, support Vision 2030 and facilitate trade and capital flows with the region and the rest of the world. Saudi National Bank will be the No. 1 Saudi bank with ~30% market share across all metrics2 and benefit from increased scale, sharing of best practices and unprecedented depth of employee talent. Saeed Al-Ghamdi, chairman of NCB, said: "I want to express my sincere gratitude to the NCB shareholders for their tremendous support. The result of the vote at the EGA speaks volumes of how attractive the value proposition for this merger is. Saudi National Bank will deliver value not just for our esteemed shareholders, customers, and employees, but for the nation as a whole. "We will be uniquely positioned to transform the Saudi banking sector and propel the Kingdom closer to its Vision 2030 goals and I am very grateful for the opportunity to serve the people of Saudi Arabia alongside my colleagues and create a bank that delivers value for all stakeholders." Ammar Alkhudairy, chairman of Samba, commented: "This vote of confidence for the merger confirms the compelling commercial and strategic rationale of the deal and I want to thank the Samba shareholders for their support. This is a historic milestone for the Saudi banking sector, which will now have a powerhouse that is truly ‘a bank for all'. "Saudi National Bank will unlock significant opportunities as a larger and exceptionally well-capitalized bank. I truly look forward to the journey ahead as we prepare to launch Saudi National Bank." Saudi National Bank will benefit from a strengthened competitive position as a superior retail banking franchise and the largest wholesale lender in the Kingdom. With a robust capital base and balance sheet, a balanced universal banking model, and improved liquidity, Saudi National Bank will be optimally positioned to compete regionally and locally. Saudi National Bank will benefit from an experienced leadership team that will drive the realization of the bank's strategic objectives. Saudi National Bank's new management structure includes the following key appointments: • Chairman: Ammar Alkhudairy • Managing Director and Group CEO: Saeed Al-Ghamdi In preparation for the proposed merger, NCB received approval from the CMA to increase its capital from SR30.00 billion to SR44.78 billion in order to issue new shares in NCB to Samba shareholders with a share swap ratio of 0.739 NCB ordinary shares for each Samba ordinary share, upon closing of the transaction. Samba shares will be de-listed from the Saudi Stock Exchange (Tadawul) on the effective date of the merger, and the company dissolved with all its assets, liabilities and operations transferring into Saudi National Bank. — SPA
