KARACHI, April 17, 2025 – Faysal Bank Limited (FBL) announced that its sponsor shareholder, Ithmaar Holding B.S.C., and GFH Financial Group have mutually agreed to terminate discussions surrounding a proposed acquisition involving Ithmaar’s financing and investment portfolio. The development was disclosed in a notice sent by FBL to the Pakistan Stock Exchange (PSX) on Wednesday.
The notice clarified that after extensive dialogue and evaluation, both Ithmaar Holding and GFH Financial Group B.S.C. concluded their talks without reaching an agreement. “Following detailed discussions, Ithmaar Holding B.S.C. (‘Ithmaar’), the sponsor shareholder of Faysal Bank Limited, and GFH Financial Group B.S.C. have mutually agreed to terminate the discussions regarding the potential acquisition of Ithmaar’s financing and investment portfolio,” the statement read.
FBL further stated that there were no additional material details to disclose regarding the matter at this time. “The Board of Directors has authorised the undersigned to issue this disclosure,” the notice added, indicating formal closure of the deal’s exploration.
The acquisition talks had gained significant industry attention as they were tied to a large-scale transaction with cross-border implications. GFH Financial Group, a Bahrain-based investment and financial services firm, is a well-known player in the Gulf Cooperation Council (GCC) region. It is listed across four major exchanges including the Bahrain Bourse, Boursa Kuwait, Dubai Financial Market (DFM), and Abu Dhabi Securities Exchange (ADX), signifying its regional financial clout.
The roots of the now-terminated transaction go back to May 2024, when Ithmaar Holding convened Extraordinary General Meetings (EOGMs) to seek shareholder approval for a proposed sale and transfer of a significant portion of its assets and liabilities. At the time, Ithmaar secured approval for a transfer involving assets valued between $695 million and $715 million, and liabilities in the range of $665 million to $695 million.
Among the key proposals discussed during those meetings was the sale or transfer of approximately 75% of Ithmaar’s stake in Faysal Bank. That stake represented around 50% of FBL’s total outstanding shares—effectively a controlling interest. The transaction, had it proceeded, would have granted GFH or any of its subsidiaries a dominant position in Faysal Bank.
However, the deal was subject to multiple regulatory and legal clearances in both Pakistan and Bahrain, as well as other relevant jurisdictions. It is not yet clear whether the decision to halt negotiations was based on regulatory challenges, valuation disagreements, or strategic reconsiderations by either party.
Market analysts had speculated that the acquisition could significantly reshape FBL’s shareholding structure and strategic direction, particularly as Pakistani banks continue to attract interest from Gulf-based financial institutions seeking regional diversification.
The termination of talks, while closing the door on one potential deal, leaves open the possibility of future strategic realignments. Both Ithmaar and GFH have not commented on any alternative plans, nor has FBL provided insight into future partnership or restructuring strategies following this decision.
As Faysal Bank continues to operate under its current ownership structure, market observers will be closely watching for any new developments that may signal renewed M&A activity or strategic shifts in the region’s competitive banking landscape.