SICO appointed as Bahrain Receiving Agent, Bahrain Execution Advisor, and Cross-Listing Advisor for KFH’s offer to acquire 100% of AUB


SICO BSC (c), a leading regional asset manager, broker, market maker and investment bank (licensed as a wholesale bank by the CBB), announced that it has been mandated by Kuwait Finance House K.S.C.P. (KFH) as Bahrain receiving agent,  Bahrain execution advisor and cross-listing advisor in KFH’s offer to acquire Ahli United Bank B.S.C. (AUB).

The cross-border acquisition would create a USD104 bn regional banking powerhouse that is set to become the world’s largest Islamic bank in terms of assets.

“We are extremely proud to be making history through our role as one of the lead advisors on this transformational cross-border transaction,” said SICO CEO Najla Al-Shirawi. “With a well-established reputation and proven capabilities in seamlessly executing some of the region’s most high-profile and complex deals which include structuring, underwriting, and executing public and private equity capital transactions, we welcome this opportunity to utilize our expertise on such an important deal that will create new value and regional opportunities for the merged entity.”

The acquisition will be implemented through a voluntary conditional offer by KFH to AUB shareholders to acquire 100% of AUB’s issued and paid up ordinary shares. The offer by KFH is by way of share swap at an exchange ratio of 1 new KFH share for every 2.325581 AUB shares.

The offer is conditional upon KFH receiving valid acceptances for AUB shares representing at least 85% of total issued share capital, and is subject to approvals, exemptions and/or waivers granted by the CBB. The commencement date for the offer is set to be announced at a later stage.

“As a cross-border public takeover in Bahrain with simultaneous execution in Kuwait, paired with a 100% share exchange structure and substantial offer conditions, our mandate requires significant synchronization with numerous stakeholders and most importantly ensuring shareholders of AUB can participate in the offer in a seamless and efficient manner” said Wissam Haddad Head of Investment Banking and Real Estate at SICO. “As part of the nonwaivable conditions within KFH’s offer, KFH will cross-list its shares on the Bahrain Bourse as part of the successful closure of the transaction. SICO is assisting KFH as its mandated cross-listing advisor”

SICO has advised on a majority of capital markets transactions that have taken place in Bahrain, most recently acting as issue execution advisor, receiving agent, and allotment agent in the voluntary acquisition of Bahrain Islamic Bank (BISB) by National Bank of Bahrain (NBB), which was successfully concluded on January 22nd, 2020 and is considered to be one of Bahrain’s largest M&A transactions in recent history.

SICO has been named Best Investment Bank in Bahrain by both Euromoney Middle East and Global Finance magazine in their annual World’s Best Investment Banks survey. SICO also won Best Equity Research House at the Global Business Outlook Awards and has ranked as the number one broker on the Bahrain Bourse for 21 consecutive years.

KFH’s acquisition of AUB is the latest in a wave of recent Gulf banking sector M&As that have included the merger of First Abu Dhabi Bank and Abu Dhabi Islamic Bank and the acquisition of BISB by NBB.


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