ASAR Al Ruwayeh & Partners is pleased to have acted for Ahli United Bank B.S.C. (AUB) in one of the most significant cross border share swap acquisition in the GCC. AUB was fully acquired by Kuwait Finance House K.S.C.P accordingly Bahrain’s takeover regime was applied concurrently on the Bahrain Bourse and Boursa Kuwait. AUB’s shareholders were offered a share swap at an exchange ratio of 1 new KFH share for every 2.695 AUB shares, reflecting a valuation of AUB of approximately USD$11.6 billion and leading to the creation of one of the largest Islamic banking groups in the region.
During the cross-border acquisition, ASAR assisted AUB as target by carrying out due diligence reviews, and advising on transaction structuring, and the transaction documents. Our team also provided general and regulatory counsel in relation to market acquisitions and public market procedural requirements to ensure the acquisition complied with Bahrain and Kuwait’s laws.
Commenting on the transaction, Ezekiel Tuma, Partner at ASAR, said: “We are thrilled to have assisted Ahli United Bank in this transaction which is undoubtedly one of the most prominent share swap acquisitions to ever occur on the Bahrain Bourse. We are particularly proud of the having assisted AUB to navigate the maze of complex regulatory and legal requirements that had to be overcome in order for the transaction to progress. The nature of this share swap transaction marks an important milestone in banking consolidation in Bahrain and Kuwait and demonstrates our firm’s ability to deliver on our client’s most complex and significant transactions.”
Partner, Steven Brown added: “Our ASAR team has been working with AUB on this complex transaction since 2019. This is the first time a Kuwait-listed institution cross lists in Bahrain and the first time a share swap involving a foreign purchaser was utilized to takeover a Bahrain company. This type of transaction shows the sophistication of Bahrain’s capital markets, and is a step towards enhancing liquidity in the Bahrain stock market by providing access to more potential investors.”
The ASAR team working on this transaction included corporate partners, Ezekiel Tuma, Steven Brown and Christopher Walugembe, assisted by senior associates, Sherif Saad Eldin, Rahul Sud and Emile Khoury Helou.