Announcement of Terms of BankDhofar’s Non-Binding Merger Proposal with Ahli Bank
- BankDhofar SAOG announced the details of its revised non-binding merger proposal with Ahli Bank SAOG made on 26 April 2023.
- The Offer implies a price of 200 baisa for each share of Ahli Bank SAOG irrespective of the shareholding percentage. The offer includes option of opting for up to 25% of consideration in cash at 200 baisa per ABO share; and remaining in the form of newly issued BankDhofar shares, which translates into an effective price of 227 baisa per ABO share using BankDhofar’s latest share price.
- The offer implies significant premium to Ahli Bank’s as well as Omani banking sector’s valuation, translating into compelling proposition for Ahli Bank’s shareholders
- The offer also entails 100% cash payout for Shariah compliant juristic shareholders and their subsidiaries as of date of revised offer.
Subsequent to submission of revised non-binding merger proposal to the Board of Ahli Bank SAOG on 26 April 2023; BankDhofar SAOG announces further details of its revised non-binding offer of its merger proposal with Ahli Bank SAOG. The offer proposes issuance of 1.2910 shares of BankDhofar ordinary shares for each share of Ahli Bank. The proposed share swap ratio implies an attractive valuation of 0.200 baisa per share for Ahli Bank based on BankDhofar’s unaffected share price of 155 baisa prior to the initial offer of merger proposal as at 9th April 2023. The offer also entails an option for shareholders to opt for cash consideration for up to 25% of their holding in Ahli Bank at the offer price (200 baisa per share).
The revised offer is a highly value accretive proposition for all Ahli Bank shareholders. The offer price implies a 15% premium to Ahli Bank’s unaffected share price, prior to submission and announcement of initial merger proposal to Ahli Bank Board. The offer price values the Ahli Bank shares at 1.30x book value. Moreover, based on latest share price of BankDhofar, the proposed offer and share swap ratio implies further increase in the effective value for each Ahli Bank share to 227 baisa per share, 1.48x book value and 30.6% premium to Ahli Bank’s unaffected share price (applicable to the 75% share component as per the offered share swap ratio). Notably, the offer price reflects a substantial premium to the valuation multiples of the Omani banking sector.
For entities which are Shariah compliant, (Shariah compliant juristic shareholders and their subsidiaries), the proposed merger offer include 100% cash payout at offer price of 200 baisa per share, taking into account inability to hold shares in a conventional bank.
BankDhofar intends to fund the cash component of the offer from its existing liquidity and capital resources as well as contribution from BankDhofar’s existing shareholders.
The terms of the revised offer for merger with Ahli Bank clearly demonstrate strong commitment by BankDhofar SAOG, its board members and shareholders towards further strengthening of Omani banking sector offering improved value proposition to all the stakeholders. The proposed merger offers an immensely attractive opportunity for shareholders of both entities to benefit from value creation with significant synergy possibilities and to participate in the long term growth story, whilst ensuring a strong and well capitalized bank on day 1.
The transaction is subject to obtaining necessary approvals from relevant regulators as well as Boards and shareholders of BankDhofar and Ahli Bank.
