National Bank of Bahrain BSC (BAX:NBB) made an offer to acquire 70.94% stake in Bahrain Islamic Bank B.S.C. (BAX:BISB) from The Social Insurance Organisation Asset Management Company, Bahrain Mumtalakat Holding Company B.S.C. and others for approximately BHD 180 million on November 3, 2019. Under the terms of the transaction, National Bank of Bahrain BSC will pay in cash of BHD 0.117 per share or new shares in National Bank at a share exchange ratio of 0.167 NBB shares per BISB Share, at the option of the holders of BISB Shares. The cash portion of the transaction is to be financed through internal accruals and the equity portion of the transaction is to be financed through issuing 145 million new shares to be approved by an extraordinary general meeting scheduled for November 24, 2019.

The transaction is subject to a minimum acceptance level of 40.94%, statutory and regulatory approval and approval of the offer by the shareholders of National Bank of Bahrain. As of November 24, 2019, the shareholders of National Bank of Bahrain has approved the acquisition. As of December 12, 2019, the offer will be open for acceptance from December 18, 2019 to the Initial offer closing date, which is the fifteenth day from the date of announcement of the offer having been revised or become unconditional, whichever is later, subject to extension and subject to the final closing date, which is the Initial offer closing date, or fifteen calendar days from the date the offer is revised or announced as unconditional, whichever is later.

In the event, NBB acquires 95% of the share capital it shall be required to make a compulsory offer to acquire the remaining BISB Shares within 3 months from the date of acquisition. As of January 6, 2020, the transaction has become unconditional, as 47.64% shareholders have accepted the offer and Bahrain Islamic Bank (BISB) has secured the required minimum threshold of BISB shareholders acceptances. SICO, the issue execution advisor, receiving agent and allotment agent, has confirmed achieving the condition of 70% ownership by NBB of the issued share capital of BISB.

Last date upon which offer can be declared as an unconditional as to acceptance. As of January 3, 2020, the transaction is expected to complete on January 15, 2020. Compagnie Financière Lazard Frères SAS acted as financial advisor, Trowers & Hamlins and Hassan Radhi & Associates acted as legal advisors to National Bank of Bahrain BSC.

Udit Mishra of Gulf International Bank acted as fairness opinion advisor to an Independent Committee of the Board of Directors of Bahrain Islamic Bank. Zu'bi and Partners Attorneys and Legal Consultants acted as legal advisor to Bahrain Islamic Bank. SICO BSC has been recently appointed as issue execution advisor, receiving agent, and allotment agent in the transaction.