Emirates NBD Bank PJSC (DFM:EMIRATESNBD) entered into a term sheet to acquire 99.85% stake in Denizbank Anonim Sirketi (IBSE:DENIZ) from Sberbank of Russia (MISX:SBER) for TRY 14.6 billion on October 30, 2017. Parties entered into a definitive agreement on May 21, 2018. Under the terms of transaction, the consideration is under a locked box mechanism, based on consolidated equity capital of Denizbank Anonim Sirketi as of October 31, 2017. In addition, Emirates NBD Bank PJSC will pay interest on the consideration for the period between October 31, 2017 and the transaction closing date. All profits from the locked box date till closing date will be to Emirates NBD's account. As part of the transaction, and on closing, Emirates NBD will assume ownership of Denizbank's subordinated debt previously provided by Sberbank. As on April 2, 2019, Emirates NBD Bank PJSC has reached a new agreement to buy 99.85% stake in Denizbank Anonim Sirketi from Sberbank of Russia for TRY 15.5 billion.

The transaction is subject to the regulatory approval of Turkey, Russia, the United Arab Emirates (UAE) and other relevant jurisdictions where Denizbank operates. As per disclosure of February 14, 2019, Sberbank of Russia stated that certain regulators have approved the deal and the deal is awaiting approval of regulator of the United Arab Emirates until the end of February 2019. As on June 27, 2019, the transaction has been approved by UAE Central Bank, however the transaction is still subject to approval from Turkey's regulator. On June 28, 2019, Turkey's Banking Regulation and Supervision Agency (BDDK) approved the acquisition. As of June 30, 2019, the transaction was approved by the Central Bank of United Arab Emirates, the Financial Market Authority, in Austria and Central Bank of Russia. The transaction is expected to close in 2018. As of November 1, 2018, deal is now expected to close at the end of 2018 to beginning of 2019. As of December 11, 2018, the transaction is expected to close in the first quarter of 2019. As of February 28, 2019, the transaction is expected to complete in first half of 2019 instead of first quarter of 2019. As per disclosure on February 28, 2019, Herman Oskarovich Gref mentioned that the transaction is expected to complete by the end of year 2019. As per disclosure on April 3, 2019, the deal is to be completed by the end of the second quarter of 2019. As of July 16, 2019, the transaction was expected to close by the end of July 2019. The transaction represents a significant milestone for Emirates NBD and is expected to be accretive to shareholders in the first year.

Mohammed Al-Shukairy, Thomas Krecek and Stefan Bruder of Clifford Chance LLP acted as legal advisor to Emirates NBD Bank PJSC. Thomas Schirmer, Stephan Heckenthaler, Markus Uitz, Angelika Pallwein-Prettner, Christine Dietz and Ivo Rungg of Binder Grösswang acted as the legal advisor to Emirates NBD Bank PJSC.

Emirates NBD Bank PJSC (DFM:EMIRATESNBD) completed the acquisition of 99.85% stake in Denizbank Anonim Sirketi (IBSE:DENIZ) from Sberbank of Russia (MISX:SBER) on July 31, 2019.