NBB offer to acquire BISB
NBB announced the results of its offer to acquire up to 100 per cent of the paid up ordinary shares of BisB. Acceptances were received in respect of 529,424,282 ordinary shares of BisB which, on completion of settlement, will result in NBB owning a controlling stake of 78.8 per cent of BisB, up from its 29.06 per cent pre-transaction stake. 93.55 per cent of the acceptances were from institutional shareholders of BisB and the remaining 6.45 per cent were from individual shareholders. 94.95 per cent of all acceptances opted for the cash offer of BHD 0.117 per BisB share, while the remaining 5.05 per cent opted to swap their BisB shares with newly issued shares of NBB at a share exchange ratio of 0.167 NBB shares per BisB share.
The Offer which initially opened on December 18, 2019 was launched by NBB as part of its efforts to develop further its Islamic Banking activities and to offer to its client base a full range of banking services both conventional and Islamic. The transaction is expected to strengthen both the NBB and BisB brands, which will continue to operate as two independent banks, in the local and regional markets. It is also expected to result in asset, revenue, cost, operational and other synergies that are expected to enhance returns.
Speaking of this transaction, Farouk Yousuf Khalil AlMoayyed, chairman of NBB, said, “NBB has always been keen on diversifying its offering portfolio and developing its capabilities to capture business opportunities locally and regionally. This decision was a result of our strategic vision for the business and reinforcing our group’s presence in the Islamic Banking market. BisB has played a pivotal role in the development of the Islamic Banking sector in the Kingdom of Bahrain and following continuous screening opportunities we chose what we believe would strengthen our position in the industry. Increasing our shareholding in BisB will allow us to become more effective in certain markets, especially where Sharia-compliant businesses play a vital role in.”
Further commenting on the acquisition, Jean-Christophe Durand, CEO of NBB, said, “We are very pleased with the success of our Offer. It gives us significant control of BisB and will allow us to implement our strategic vision for a more integrated banking group. We expect the acquisition of BisB to generate significant synergies, improved efficiencies and contribute to profitability. While the two banks will remain independent, I look forward to working with the teams of both banks on the successful implementation of synergies in full respect of the culture of the two institutions.”
BisB will continue to operate under its normal course of business and maintain its operations as a subsidiary of NBB. BisB will continue to be listed on Bahrain Bourse subject to any compulsory acquisition and delisting regulations which may apply. BisB will recommence trading on January 23, 2020. All BisB shareholders who did not participate in the Offer will remain as shareholders of BisB with their shareholding unchanged as a result of the Offer.
The legal department of NBB, particular Gaby El Hakim, Zaid Khonji and Khalid Al Shammari, played a leading role in formulating, executing and completing this landmark transaction in the history of the banking sector in Bahrain. Their critical role emerged from the importance of adhering to the different and multifaceted laws and regulations spanning from commercial, regulatory to legal requirements. Working closely with external counsel appointed for the transaction. Brian Howard of Trowers and Hamlins and Noora Janahi of Hassan Radhi and Associates, the team was involved in drafting, negotiating and advising the management and the Board of Directors as relates to formulating the voluntary offer, reviewing the legal due diligence documentation, drafting disclosures and obtaining all necessary approvals and resolutions from regulators, Board of Directors and Shareholders. Speaking on behalf of the team, chief legal officer and corporate secretary Gaby El Hakim commented, “We are proud to have played such a crucial part to this successful transaction”.
