Najd Gateway: the latest suitor for Samba Bank Pakistan

The Saudi conglomerate is the latest in a long line of companies that have sought to use Samba Bank as their springboard into Pakistani banking

Another year, another suitor for Samba Bank Pakistan.

In its latest notice to the Pakistan Stock Exchange (PSX), Samba Bank Ltd disclosed that its parent, Saudi National Bank (SNB), has received a non‑binding offer from Najd Gateway Holding Company of Saudi Arabia to acquire SNB’s entire shareholding in the bank – roughly 84.5% of the issued shares.

The wording is familiar to anyone who has followed the Samba story over the past few years. The PSX disclosure describes the approach as a “non‑binding offer relating to the proposed divestment” of SNB’s stake, with any eventual transaction subject to internal approvals, satisfactory due diligence and the usual round of regulatory consents in both Pakistan and Saudi Arabia.

For now, that makes Najd Gateway the latest in a procession of would‑be buyers that have circled Pakistan’s smallest commercial bank – a list that already includes Meezan Bank, United Bank, Askari Bank, Bank Alfalah, a management–Fatima Fertilizer–Gulf Islamic Investments consortium, and even a troubled fintech startup, TAG.

The difference this time is that the suitor is not a domestic bank or a Pakistani industrial group, but a Saudi investment and agricultural conglomerate already positioning itself as a flagship partner for Pakistan’s Special Investment Facilitation Council (SIFC) in livestock and food security.

SNB, for its part, has been here before. In November 2024, after Bank Alfalah had already submitted a public announcement of intention and completed due diligence, SNB pulled the plug on the sale, telling the PSX that it had “decided to terminate the sale process” for its equity stake in Samba Pakistan. Bank Alfalah withdrew its bid shortly afterwards.

Barely a year later, the sign is back up on the lawn – and this time, the enquiry is coming from Riyadh rather than Karachi.

Unlike the domestic banks that previously tried to buy Samba, Najd Gateway is not a regulated financial institution. It is best understood as a Saudi investment and operating group, active in agriculture, livestock and increasingly technology, with a visible tilt towards Pakistan.

Arab News describes the Najd Gateway Agricultural Company as “a key player in the expansion of agricultural and livestock initiatives, both domestically and internationally”. The company has become familiar to Pakistani policymakers through the SIFC, the powerful civil–military investment body set up to court Gulf money.

In March 2024, the SIFC and Najd Gateway Holding Company signed a headline agreement under which Najd will cultivate about 5,000 acres of alfalfa fodder in Pakistan for export, targeting Saudi demand for high‑protein animal feed. Government statements explicitly cast the deal as part of Riyadh’s plan to outsource water‑intensive fodder cultivation to friendly countries, while giving Pakistan’s livestock sector a shot of foreign capital.

Najd is a frequent flyer in Islamabad. A year after the fodder agreement, Najd’s executives were again in Pakistan discussing plans to develop their own farms and expand agri investments, with state media calling the firm a “leading Saudi agricultural company” focused on livestock and agriculture both at home and abroad.

Najd’s ambitions are not limited to fodder and farms. In 2024, technology news outlets reported a strategic partnership between Najd Gateway Holding Group and Pakistan’s Brillanz Group / Softoo, aimed at expanding IT and digital‑solutions offerings in Saudi Arabia and co‑investing in Pakistani tech. Statements around that deal name Prince Mansour bin Mohammad Al Saud as Chairman of Najd Gateway Holding Group and credit his “leadership and vision” for pushing the partnership forward.

Taken together, the picture that emerges is of a royal‑led Saudi group building a portfolio at the intersection of agriculture, food security, livestock and technology, with Pakistan as a key geography. The proposed purchase of Samba Bank fits that pattern in two ways: it would give Najd a regulated financial‑sector foothold in a country where it already has deepening agribusiness commitments; and it would hand the group a ready‑made banking licence, branch footprint and local management team, at a fraction of the cost and complexity of applying for a fresh banking licence or setting up a greenfield operation.

Najd is not, in other words, a fintech in the narrow sense; it is an investment platform with a sectoral thesis – and banking, via Samba, would simply become another spoke on that wheel.

To understand why so many buyers have queued up for Samba over the years, it helps to start with what the bank is – and what it is not.

Samba Bank Ltd began life as Crescent Commercial Bank, a small local institution that drew the interest of Samba Financial Group of Saudi Arabia in the mid‑2000s. In 2007, Samba Financial Group acquired about 68.4% of Crescent, and the bank was rebranded as Samba Bank Ltd in 2008.

Following a later merger in Saudi Arabia between Samba Financial Group and the National Commercial Bank, the enlarged entity was renamed Saudi National Bank (SNB), which today controls roughly 84.5% of Samba Bank Pakistan’s shares.

Samba’s own corporate profile emphasises that it is a majority‑owned subsidiary of SNB, offering a full range of retail, corporate, Islamic and investment‑banking services in Pakistan.

In Pakistan’s crowded banking landscape, Samba is small. Very small.

A detailed 2021 feature in Profit bluntly labelled it “the smallest commercial bank in Pakistan”, noting that the bank had added only around 10 branches in 10 years, taking its network to roughly 40 locations. More recent data from EMIS suggests about 34 offices in nine major cities, which still puts Samba firmly at the lower end of the branch‑network league table.

That modest footprint translates into a tiny deposit share. Over roughly the past decade‑and‑a‑half, Samba’s share of total sector deposits has hovered between 0.3% and 0.5%, the lowest in the industry by some distance.

Yet the bank is not a basket case. The same analysis pointed to a five‑year compound annual growth rate (CAGR) for deposits of about 15.9%, comfortably ahead of the industry’s roughly 13.9%. Revenue and profit growth were also described as “healthy”.

More recent financials tell a similar story of small but solid. Samba’s asset base stood at roughly Rs180 billion as at 31 March 2024, up around 1% from year‑end 2023.

Independent data providers currently classify Samba as a small‑cap stock, with a market capitalisation in the ballpark of Rs11.6–12.1 billion – a rounding error next to the big five banks, and comfortably within the reach of any serious strategic investor.

Credit‑rating agencies, meanwhile, assign Samba entity ratings of around ‘AA/A‑1’ with a stable outlook, signalling high credit quality and strong capacity to meet obligations, in part thanks to SNB’s backing.

Adding another layer of intrigue, Samba has recently signalled an intention to convert from a conventional bank into a fully Islamic institution, riding the wave of demand for Shariah‑compliant products.

In March 2025, the bank informed the PSX that its board had given in‑principle approval to transition into a full‑fledged Islamic bank, with a detailed conversion roadmap to be submitted to the State Bank of Pakistan (SBP).

For a potential buyer like Najd – coming from a conservative Saudi context, and already investing in food security and real‑economy sectors – the combination of a small balance sheet, clean credit culture, AA‑rated franchise and a planned shift to Islamic banking could be particularly attractive.

All of this explains why so many very different suitors have seen Samba as an ideal springboard into Pakistani banking. It is too small to move the needle for a Gulf giant like SNB, but large enough to give a new owner an instant footprint, banking licence and deposit base. Its branch network and asset book are Ltd, but its credit profile and governance are broadly viewed as clean, with no major scandal or political baggage attached. Buying Samba allows a new sponsor to bolt on capital, products and technology and grow the franchise, rather than spending years in line for a fresh licence.

For many investors – from domestic banking incumbents to industrial groups and fintechs – Samba has looked like the lowest‑cost, lowest‑risk way to “buy a bank” in Pakistan.

Which brings us to the long list of those who tried – and failed – to do just that.

Najd Gateway is stepping onto a well‑worn stage. Over roughly the past four years, at least half a dozen serious bids for Samba have been launched, and every single one has ended with SNB ultimately walking away.

The first organised push came in late 2021, after SNB’s merger and consolidation in Saudi Arabia triggered a strategic review of its overseas operations.

By December 2021, a consortium comprising some members of Samba Bank’s management, Fatima Fertilizer Company Ltd (FFCL), part of the Fatima Group conglomerate, and Gulf Islamic Investments LLC (GII), a UAE‑based investment firm, had submitted a Public Announcement of Intention (PAI) to acquire up to 852 million shares – roughly 84.5% of Samba Bank’s equity – together with management control.

Arif Habib Ltd acted as manager to the offer, highlighting how seriously the market took the attempt.

Coverage at the time suggested that FFCL and its partners saw Samba as a way to add a financial‑services arm to their portfolio, with the existing management staying on to run the bank under new sponsorship.

In the end, however, SNB opted not to proceed. By May 2022, SNB had notified the market that it was terminating the sale process for its stake due to “considerable uncertainty in current market conditions”, effectively killing the management–Fatima–GII deal.

Running in parallel to the consortium’s efforts, Meezan Bank, Pakistan’s largest Islamic bank, also had a serious look.

In an on‑the‑record interview with Profit in December 2021, Meezan CEO Irfan Siddiqui confirmed that his bank had submitted an initial non‑binding offer for Samba to the seller’s advisers at KPMG Pakistan. Ultimately, he said, the offer did not progress because the pricing was not acceptable.

Meezan’s logic was simple: Samba was small, clean, and well‑run, and absorbing it would have added a modest but neat conventional franchise that Meezan could potentially steer towards Islamic banking over time.

One of the more colourful chapters in the story involves TAG, a Pakistani fintech startup that saw Samba as a way to short‑circuit the long regulatory road to a full banking licence.

A 2022 investigation in Profit revealed that TAG Fintech Inc. had written to the SBP seeking approval to conduct due diligence on Samba’s majority stake, framing the move as part of a consortium bid backed by Descon Private Ltd and Hong Kong‑based TT Bond Partners – the so‑called TAG Consortium.

The same reporting, and a later SBP enforcement action, noted that the central bank suspended TAG’s Electronic Money Institution (EMI) pilot operations after discovering a forged document in the material TAG submitted “while aiming to buy Samba Bank Ltd”, and eventually ordered the startup to refund all customer balances.

Descon subsequently issued a clarification distancing itself from the consortium, saying that while initial discussions with TAG had taken place, no binding agreement was ever signed and it had not authorised its inclusion in the SBP letter.

For Samba and SNB, the controversy amounted to little more than background noise. The TAG gambit never reached the PAI stage, but it underscored how attractive a fully‑fledged commercial bank licence was to Pakistan’s new‑age fintechs – and how central Samba had become to that conversation.

The more serious action in 2022 came from two established banks: United Bank Ltd (UBL) and Askari Bank Ltd.

On 3 February 2022, UBL filed a Public Announcement of Intention to acquire up to 852 million shares of Samba – again, about 84.5% of the capital – together with management control. The PAI, handled by AKD Securities as manager to the offer, was duly notified to the PSX and published in newspapers.

A single day later, on 4 February 2022, Askari Bank Ltd lodged its own PAI, stating its intention to acquire at least 84.5% of Samba Bank, with Topline Securities acting as manager.

Both banks were effectively competing for the same asset – a rare moment in Pakistan where two sizeable incumbents publicly vied to take over a much smaller rival.

But here, too, SNB ultimately flinched. In May 2022, following a period of due‑diligence and market turbulence, SNB informed the market that it had decided not to proceed with the sale of its stake. UBL and Askari, in turn, withdrew their PAIs.

After a pause of almost two years, the Samba sale process was revived in 2024, this time with Bank Alfalah Ltd (BAFL) in the lead.

On 29 March 2024, BAFL submitted a non‑binding indicative offer to SNB to acquire its entire 84.5% stake in Samba Bank Pakistan. SNB signalled a willingness to consider the proposal, and by 9 April 2024, BAFL – through Arif Habib Ltd as manager – had filed a Public Announcement of Intention to acquire up to 84.5% of Samba’s shares and assume control.

The State Bank granted in‑principle approval for due diligence, and market commentary framed BAFL as the suitor most likely to finally close a deal where others had failed.

Then, in November 2024, the familiar pattern re‑asserted itself. SNB notified the PSX that after completing due diligence and exploring options, it had decided to terminate the sale process for its equity stake. Within days, BAFL formally withdrew its PAI, bringing that chapter to a close.

A Profit feature, pointedly titled “Samba Bank sale process terminated yet again”, described the bank as “the smallest commercial bank in Pakistan… the suburban white‑picket home of bank shopping” and noted, with some exasperation, that UBL, Meezan, Askari, Fatima Fertilizer and now Bank Alfalah had all taken runs at the same target without success.

Against this backdrop, Najd Gateway’s 2025 bid is less a bolt from the blue than the next chapter in a long, stop‑start courtship.

The structure is familiar: a non‑binding offer for SNB’s entire 84.5% stake, evaluation and due diligence to follow, and all the usual regulatory conditions.

What is new is the nature of the suitor. Instead of a domestic bank looking to bulk up its balance sheet, Najd is a Saudi conglomerate aligning its banking ambitions with existing agricultural and livestock projects in Pakistan. Instead of a fintech seeking a licence or a Pakistani industrial group chasing prestige and financial diversification, Najd brings a food‑security and cross‑border‑investment lens, backed by royal patronage and plugged directly into Riyadh’s broader economic diplomacy.

Whether that difference will be enough to finally see a Samba deal over the line remains an open question. SNB has shown – twice – that it is perfectly prepared to walk away even after suitors have spent months (and millions) on due diligence and regulatory approvals.

For now, what can safely be said is this: Samba Bank remains the cheapest sizeable ticket into Pakistani banking, and Najd Gateway is simply the latest passenger to step up to the counter and ask for a seat.

If history is any guide, this story still has several acts to go.

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