NCBA Group PLC has announced that it has received a strategic investment proposal alongside a notice of intention from South Africa’s Nedbank Group Limited to acquire a majority stake of the Kenyan lender’s ordinary shares through a tender offer.
In a statement on Wednesday, January 21, NCBA Group PLC said the proposed transaction, if completed, would see Nedbank acquire approximately 66% stake in the Group, effectively making NCBA a subsidiary of the South African banking giant. The remaining 34% of NCBA’s shares would continue to trade on the Nairobi Securities Exchange (NSE).
The planned acquisition values NCBA at 1.4 times its book value. Under the proposed structure, shareholders who participate in the tender offer would receive 20% of the consideration in cash, with the remaining 80% paid through the issuance of Nedbank ordinary shares listed on the Johannesburg Stock Exchange (JSE).
Nedbank, which has an asset base of about $84.38 billion, is among Africa’s largest financial institutions. The bank is headquartered in South Africa, with its primary listing on the JSE and a secondary listing on the Namibia Securities Exchange. Beyond Southern Africa, Nedbank maintains an international presence in London, Dubai, the Isle of Man and Jersey.
NCBA on its part operates across six African markets—Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana—where it runs a network of 122 branches serving more than 60 million customers.
The Group was formed from the merger of NIC Group PLC and Commercial Bank of Africa Limited and has since positioned itself as a regional financial services player, with a strong footprint in digital banking, asset finance and investment banking.
NCBA gives details of Nedbank’s proposal
According to NCBA, the transaction aligns with Nedbank’s strategy to expand beyond Southern Africa, with East Africa identified as a priority growth region. Kenya’s role as a regional financial hub, supported by developed capital markets, established institutions and a growing technology sector, was cited as a key factor underpinning the investment proposal.
NCBA said the acquisition would see it become Nedbank’s primary vehicle for executing its East African strategy, while retaining its NSE listing and maintaining its brand, governance structures and management team locally.
Nedbank currently only operates a representative office in East Africa, meaning the transaction would not require integration of in-country systems and operations.
Financially, NCBA reported assets of Ksh665 billion and said it disburses more than Ksh1 trillion in digital loans annually. The Group also reported an average return on equity of about 19% since the 2021 financial year.
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Commenting on the development, NCBA Group Managing Director John Gachora said the proposed partnership positions the bank for further growth across the region.
“Nedbank is an ideal partner for our growth in the East Africa region,” Gachora said, pointing to Nedbank’s market share in South Africa and its leadership in vehicle and commercial property finance.
He added that the partnership would support expansion in existing markets while opening up new opportunities in countries such as Ethiopia and the Democratic Republic of Congo (DRC).
Nedbank Chief Executive Jason Quinn said the group had identified East Africa as a key growth frontier as it seeks to diversify beyond its home market.
“We are therefore excited to partner with a strong and leading financial services firm such as NCBA to deliver on our growth ambitions,” Quinn said.
He noted that Kenya’s position as a regional financial hub makes it a natural anchor for Nedbank’s East African plans, extending to Rwanda, Tanzania and Uganda.
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Quinn also cited the region’s stable operating environment, consistent macroeconomic performance and young, growing population as factors supporting long-term growth.
Nedbank confirms proposed acquisition
NCBA said the combined strengths of the two institutions are expected to generate operational and financial synergies. Nedbank is expected to bolster NCBA’s corporate and investment banking capabilities through its global and regional expertise, while NCBA would benefit from access to a larger balance sheet to support lending and infrastructure growth.
“As a subsidiary of Nedbank, NCBA staff will have access to training and career growth opportunities across multiple geographies, while customers will have access to a deep talent pool, capabilities and a large lending capacity. Nedbank has expressed its intention to preserving NCBA’s brand, governance structures, operational model, and management team.”
The proposed transaction remains subject to regulatory approvals, including clearance from central banks in the relevant jurisdictions. NCBA said the deal is expected to close within six to nine months, pending the necessary approvals and completion of the tender offer process
Nedbank Group has since formally confirmed the proposed acquisition in its own public announcement, detailing the structure and regulatory framework underpinning the transaction.
In its statement, Nedbank said it intends to preserve NCBA’s brand, governance structures, operational model and management team, with strategic and operational decision-making anchored locally.
The bank also disclosed that it does not currently hold NCBA shares, aside from irrevocable undertakings from shareholders representing approximately 71.2% of NCBA’s issued share capital, signalling strong early support for the transaction.
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