Following the merger, TBANK will have total assets of about 1.9 trillion baht and approximately 10 million retail customers. It will become the sixth largest lender in Thailand.
TMB Bank said earlier this year that a non-binding agreement was sealed that would see the merger valued at as much as 140 billion baht ($4.6 billion).
In a stock exchange filing submitted on Friday, TMB said it has agreed to purchase more than 6 billion shares of TBANK, equivalent to a 99.96 per cent interest from TCAP and BNS. In addition, it will also offer to purchase the remaining 2.4 million shares (or 0.04 per cent) from all other minority shareholders of TBANK.
Upon closing the transaction, TCAP will itself hold up to 23.3 per cent, and acting on account of TBANK minority shareholders to hold 0.04 per cent, of the new entity after TMB Bank issues new shares to facilitate the merger, while BNS will hold up to 6.4 per cent.
As part of the agreement, the entire shares of TBANK’s subsidiary TBROKE and 75 per cent of TFUND will also be transferred to TMB Bank.
The purchase price of TBANK shares is defined as the book value of its shares plus profits from the restructuring and premium in an amount of 9.245 billion baht, and deducting the book values of TBROKE and TFUND. The price will be settled by cash or a cash equivalent, TMB Bank said.
The purchase price “is reasonable because the merger would significantly enhance the scale of the merged bank’s business, making it one of the leading banking franchises in Thailand,” it added.