Nedbank Eyes Control of NCBA in Landmark Deal, Proposes 66% Acquisition via Tender Offer

NCBA Group PLC has announced that it has received a Strategic Investment Proposal and a Notice of Intention (NOI) from South Africa’s Nedbank Group Limited to acquire approximately 66 per cent of its ordinary shares through a Tender Offer.

If completed, the transaction will see Nedbank acquire a controlling stake in NCBA, with the Kenyan lender becoming a subsidiary of Nedbank. The remaining 34 per cent of NCBA’s issued shares will continue to be listed on the Nairobi Securities Exchange (NSE).

Under the proposed deal, NCBA is valued at 1.4 times its book value. Shareholders who participate in the Tender Offer will receive 20 per cent of the consideration in cash, while the remaining 80 per cent will be settled through the issuance of Nedbank ordinary shares listed on the Johannesburg Stock Exchange (JSE).

NCBA operates across Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana, with a network of 122 branches serving more than 60 million customers. The Group was formed following the merger of NIC Group PLC and Commercial Bank of Africa Limited and currently holds assets worth KES 665 billion. It disburses over KES 1 trillion in digital loans annually and has delivered an average return on equity of approximately 19 per cent since the 2021 financial year.

Nedbank, which is headquartered in South Africa, has its primary listing on the JSE and a secondary listing on the Namibia Securities Exchange. It is among Africa’s largest financial institutions, with operations across Southern Africa and international offices in London, Dubai, the Isle of Man, and Jersey.

The proposed acquisition aligns with Nedbank’s strategy to expand beyond Southern Africa into high-growth markets, particularly East Africa. Kenya’s position as a regional financial hub, supported by strong institutions, developed capital markets and a vibrant technology ecosystem, makes it a strategic entry point for the Group’s regional expansion.

Following the transaction, NCBA is expected to become Nedbank’s cornerstone investment vehicle in East Africa. The bank will remain listed on the NSE, with its brand, governance structures and key operational decisions anchored locally. Nedbank currently operates only a representative office in East Africa, meaning no immediate in-country systems or operational integration will be required.

The two institutions expect the partnership to unlock significant synergies. Nedbank will bolster NCBA’s corporate and investment banking capabilities through its global reach, sector expertise and cross-border collaboration, while NCBA will benefit from access to a larger capital base to support growth across Kenya and the wider region. NCBA employees are also expected to gain access to expanded training and career development opportunities across multiple geographies.

Nedbank has indicated that it intends to preserve NCBA’s brand, governance framework, operational model and management team.

Commenting on the proposed transaction, NCBA Group Managing Director John Gachora said Nedbank was a strong strategic partner for the Group’s next phase of growth. “Nedbank holds around 16 to 17 per cent market share of loans and deposits in South Africa, leads in vehicle and commercial property finance, and ranks in the top 10 per cent globally on ESG ratings. Their strong balance sheet will help us scale in our existing markets while exploring new opportunities such as the DRC and Ethiopia,” he said.

Nedbank Chief Executive Jason Quinn said the Group had identified East Africa as a priority growth region as part of its diversification strategy. “Kenya’s role as a regional financial hub, supported by strong institutions, sophisticated markets and a dynamic technology sector, makes it a natural anchor for our East African ambitions, including Rwanda, Tanzania and Uganda,” he noted.

The transaction positions Kenya as a gateway into broader East African markets, which together represent a population of about 190 million people and a combined GDP of nearly USD 300 billion. Additional growth opportunities also exist in Ethiopia, with a population of approximately 136 million, and the Democratic Republic of Congo, which has an estimated population of 110 million.

The proposed acquisition is subject to regulatory approvals from central banks and other authorities in the relevant jurisdictions and is expected to be completed within six to nine months.

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