The Saudi British Bank (SASE:1060) reached a preliminary, non-binding agreement to acquire Alawwal Bank (SASE:1040) from a group of shareholders for SAR 18.6 billion on May 16, 2018. The Saudi British Bank entered into a binding agreement to acquire Alawwal Bank on October 3, 2018. An agreement was reached on the share exchange ratio, subject to a number of important steps, including agreement on a number of other commercial issues. As reported, Alawwal bank shareholders would receive 0.48535396 Saudi British Bank shares for each Alawwal Bank share. The new shares will be issued by way of capital increase of Saudi British Bank. Post acquisition, Alawwal Bank will merge into Saudi British Bank such that the shareholders of Saudi British Bank will hold 73% and the shareholders of Alawwal Bank will hold 27% of the combined company.

Lubna Sulaiman Olayan will become Chairman of the Board and David Dew will become Managing Director of the combined company. Any binding agreement to proceed with a merger will still be subject to a number of conditions, including regulatory approvals and the approval at the extraordinary general assembly by shareholders of each of Saudi British Bank and Alawwal Bank. The deal is subject to regulatory, antitrust, creditor and shareholder approval. The merger has been approved by the Boards of Alawwal Bank and Saudi British bank. As of March 11, 2019, Saudi Arabian Monetary Authority approved the transaction. As of April 22, 2019, CMA announced the issuance of its resolution approving The Saudi British Bank request to increase its capital. As on May 16, 2019, the shareholders of Alawwal Bank approved the deal. As of January 24, 2019, the deal is expected to be finalized by June 2019. As of March 11, 2019, the transaction is expected to close in the first half of 2019.

Goldman Sachs Saudi Arabia acted as financial advisor, Abuhimed Alsheikh Alhagbani Law Firm and Mohammad Al-Shukairy, Mansoor Al Hagbani, Daniel Boyle and Amro Bakhaidar of Clifford Chance acted as legal advisors to Saudi British Bank. J.P. Morgan Saudi Arabia Company acted as financial advisor and Helen Bradley, Melanie Howard, Karim Nassar and Mohammad Al Rasheed of Abdulaziz Alajlan & Partners in association with Baker McKenzie Limited acted as legal advisors to Alawwal Bank. David Mora, Pilar Salinas Rincón and Ana Nuevo of Slaughter and May acted as legal advisors for Banco Santander. Paul Strecker, Sanjarbek Abdukhalilov, Caitlin Ludwigsen and Andy Zwecker of Shearman & Sterling acted as legal advisors to Goldman Sachs Saudi Arabia. HSBC acted as financial advisor to HSBC Holding plc, shareholder of Saudi British Bank. Ruqaiya Ali, Lydia Challen, Seth Jones, Bhishaan Shah and Ben Ward of Allen & Overy acted as the legal advisors to NatWest Markets N.V. New World Corporate Finance Limited acted as the financial advisor in the transaction.

The Saudi British Bank (SASE:1060) completed the acquisition of Alawwal Bank (SASE:1040) from a group of shareholders on June 16, 2019. The cancelation of listing of Alawwal bank's shares on Tadawul, listing of the Consideration Shares and deposit of the same in the accounts of the eligible Alawwal bank Shareholders will be completed within a period not exceeding the sixth trading period after the announcement.