GFH Financial Group BSC (KWSE:GFH) expressed interest to acquire remaining 21.03% stake in Khaleeji Commercial Bank BSC (BAX:KHCB) for BHD 13 million on June 8, 2021. As reported, the Board of Directors of GFH has approached the Board of Directors of KHCB for a proposed voluntary takeover bid. As of July 7, 2021, KHCB established a committee from independent members in the Board of Directors to advise shareholders in relation to a potential offer.

GFH is planning to submit the firm intention and offer document during Q3 2021. As of November 25, 2021 the consideration structure was revised and transaction will be now settled by way of a revised shares exchange ratio of 0.384 GFH shares and BHD 0.024 per KHCB share. Once the firm intention is submitted, GFH anticipates the voluntary takeover offer to be concluded during the course of 2021, subject to receipt of all necessary regulatory, Board and shareholders approvals.

As on October 14, 2021,The approval of 40.37% of the shareholders of GFH at the ordinary general meeting on the purchase and use of GFH treasury shares for the purpose of the offer and Receipt of all regulatory and statutory approvals was received. Accordingly, the Pre-Conditions have been satisfied and GFH hereby announces its firm intention to make the Offer. In the event that GFH obtains 90% acceptances of the outstanding KHCB Shares subject to the voluntary conditional offer, GFH intends to exercise any rights of compulsory acquisition, which may become available to it.

The offer is subject to Acceptances are received from KHCB's shareholders in respect of at least 168,830,131 KHCB Shares representing 18.93% of the entire issued share capital of KHCB, which would result in total ownership by GFH of at least 87.98% of the total issued share capital of KHCB, Receipt of all regulatory and statutory approvals in connection with the offer, Availability of treasury shares required for the settlement, by/or before the final offer closing date and KHCB does not undertake from the date of the firm intention until the expiration of the Offer Period issue any shares, create, issue or grant convertible shares,other than in the normal course of business, sell, dispose of or acquire assets without a written consent of GFH. As of December 20, 2021, GFH Financial waived minimum acceptance condition and hence offer became unconditional. The offer begins from December 6, 2021 and initial closing date is December 20, 2021.

As of December 20, 2021, closing date of offer got extended to January 4, 2022. The final closing date is not yet announced. BDO Consulting W.L.L acted as independent professional advisor to KHCB'S Board independent committee.

Zu'bi and Partners Attorneys and Legal Consultants acted as legal advisor to Khaleeji Commercial Bank BSC.