South Africa’s Nedbank Group Limited has announced plans to acquire a controlling stake in NCBA Group PLC through a proposed tender offer that would see it take approximately 66 per cent of NCBA’s ordinary shares.
NCBA confirmed it has received a Strategic Investment Proposal and a formal Notice of Intention from Nedbank, marking a major cross-border banking transaction in the East African region.
If successfully completed, the transaction will result in NCBA becoming a subsidiary of Nedbank, while the remaining 34 per cent of NCBA shares will continue to be listed on the Nairobi Securities Exchange (NSE).
Valuation and Transaction Structure
The proposed acquisition values NCBA at 1.4 times its book value. Under the transaction structure, NCBA shareholders who participate in the tender offer will receive 20 per cent of the consideration in cash, with the remaining 80 per cent settled through the issuance of Nedbank ordinary shares listed on the Johannesburg Stock Exchange (JSE).
Nedbank is headquartered in South Africa and is one of the continent’s largest financial institutions, with a primary listing on the JSE and a secondary listing on the Namibia Securities Exchange. It has established operations across Southern Africa and international offices in London, Dubai, the Isle of Man and Jersey.
Strategic Rationale for East Africa
The proposed deal aligns with Nedbank’s strategy to expand beyond Southern Africa into high-growth markets, with East Africa identified as a priority region. Kenya’s role as a regional financial hub, supported by strong institutions, advanced capital markets and a vibrant technology ecosystem, makes it a strategic entry point for the group’s regional ambitions.
NCBA operates across Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana, with 122 branches serving over 60 million customers. The group holds KES 665 billion in assets, disburses more than KES 1 trillion in digital loans annually and has delivered an average return on equity of about 19 per cent since the 2021 financial year.
Synergies and Future Outlook
Following the acquisition, NCBA is expected to become Nedbank’s cornerstone investment vehicle in East Africa, while retaining its brand, governance structures and local decision-making. Nedbank has indicated there will be no immediate systems integration, as it currently operates only a representative office in the region.
NCBA Group Managing Director John Gachora said the partnership would strengthen the bank’s growth across East Africa and support future expansion into markets such as Ethiopia and the Democratic Republic of Congo. Nedbank Chief Executive Jason Quinn said the deal reflects the group’s ambition to diversify geographically and tap into East Africa’s strong growth fundamentals.
The transaction is subject to regulatory approvals from central banks in the relevant jurisdictions and is expected to close within six to nine months.