Ominvest led Consortium makes a 100% cash takeover offer providing fair and equal treatment to all shareholders of Ahli Bank SAOG
Consortium led by Ominvest has made a Public Announcement of a Cash Takeover Offer to acquire 100% of the issued share capital of Ahli Bank SAOG (Ahli Bank) pursuant to the Takeover and Acquisition Regulation (E/2/2019) issued by Capital Market Authority (CMA) subject to regulatory approvals.
The major members of the Consortium include Ominvest, a joint stock company listed on MSX, Arab Bank Plc, a company incorporated under the laws of Jordan as a public shareholding company (‘’Arab Bank’’) and certain entities separately controlled by them.
The Consortium sees Ahli Bank as one of the best-performing bank in the Sultanate of Oman, with a visionary board, capable leadership team, and leading operating and risk systems. The Consortium members will be strong and committed anchor shareholders, supporting Ahli Bank’s growth during the intervening period and preparing it for a potential merger with Oman Arab Bank (OAB) in due course, under the guidance of the esteemed Board of Directors of both banks.
Fair and equitable treatment to all shareholders of Ahli Bank
The Consortium has made a cash offer of 200 bz per share to all the shareholders of Ahli Bank, irrespective of their shareholding, legal status and jurisdiction. This cash offer provides a fair and equal treatment to all shareholders including minority shareholders to participate and benefit from the Offer.
The offer is in strict compliance with Article (5)(b) of Takeover and Acquisition Regulation which warrants all offerors to provide fair and equal treatment to all shareholders.
Members of the Consortium already have a substantial stake in Oman Arab Bank SAOG (OAB) and the acquisition of Ahli Bank is viewed as a strategic opportunity to strengthen Ahli Bank in advance of a potential future merger of Ahli Bank with OAB.
Subject to regulatory approvals, the Consortium intends to merge OAB with Ahli Bank in due course by adopting a phased and structured approach. They will support the capable leadership teams of Ahli Bank and OAB during the intervening period to continue their transformation journey and be positioned to maximise synergies and benefits created from a merger of stronger banks. At the time of the intended merger, legal, financial, valuation and tax due diligence exercise will be conducted for both the Banks to determine a fair share swap ratio which will be attractive to all shareholders. The consortium will work with the relevant regulatory authorities and stakeholders to keep the timeline as streamlined as possible in order to eliminate any uncertainty.
Following a successful merger, the new combined banking institution will gain benefit of size and scale as well as be better positioned to meaningfully contribute to the economic development of the Sultanate, supporting larger government projects of national interest. Furthermore, the Islamic window of Ahli Bank will be transferred to Alizz Islamic Bank, which is a fully owned subsidiary of OAB. This will provide additional scale and a significant boost to Alizz’s operations.
Flexibility to all the shareholders of Ahli Bank
All shareholders of Ahli Bank will have an option to accept Consortium’s cash offer or remain the shareholder in Ahli Bank. The shareholders opting for cash will benefit from 100% cash payment during the prevailing high interest rate environment and tightened liquidity condition. Any shareholder not accepting the offer will continue as a shareholder in Ahli Bank and will benefit from the Consortium’s value creation initiatives to capture merger synergies by adopting a structured approach. The shares of Ahli Bank will continue to be traded on Muscat Stock Exchange till the merger is completed.
Funding and foreign direct investment
The proposed Cash Offer will be funded by the members of the Consortium from their own funding sources, thereby resulting in a positive foreign direct investment (FDI) in the Sultanate of Oman. This will mean that there will be no constraint on Ahli Bank or OAB‘s capital or lending ability as a result of the Offer. Ahli Bank has disclosed earlier during the year, its plan to raise RO 50 million of rights issue to support its growth. Banking is capital intensive and Consortium has the capability and willingness to provide support as and when required.
Ominvest has a strong track record of successfully executing large and complex transactions in excess of OMR 385 million in the recent past. Ominvest is thankful to the regulatory authorities for their continued support and guidance, without which these transactions would not have been possible.
Given the combined track record and strength of Ominvest and Arab Bank, the Consortium look forward to working with all stakeholders of Ahli Bank and the concerned regulatory authorities to outline the next phase of the acquisition process.