Nedbank Group on 21 January served notice of its intention to acquire about 66% of NCBA Group, the Nairobi-listed lender, in a cash-and-share offer worth about R13.9bn (US$852m).
Why Nedbank Group Limited is buying NCBA Group PLC (66%)
Nedbank said it wants to grow and diversify beyond its core Southern African market and sees East Africa as a key growth region. NCBA operates in Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana, with 122 branches, more than 60 million customers and about KSh665bn of assets. Because Nedbank has only a representative office in the region, it said no in-country integration would be needed.
“Nedbank has a strategic objective to grow and diversify outside of its core Southern Africa market.”
Deal terms and financing
The offer is a partial pro rata tender, allowing each shareholder to tender 66% of its holding. For every 100 NCBA shares, holders receive KSh2,100 in cash and 4.02994 newly issued Nedbank shares, an implied value of about KSh105 a share; holders of small parcels are paid fully in cash. Nedbank will issue about 43.6 million new shares and pay roughly KSh23.2bn in cash.
Regulatory approvals and timing
Kenya's Capital Markets Authority granted an exemption from a mandatory full takeover offer on 23 February. The tender ran from 28 May to 10 July 2026 and drew acceptances for 1,316,357,895 shares, or 79.9% of NCBA. South African, Rwandan, Tanzanian and East African Community regulators approved the deal, followed by the Central Bank of Kenya at the end of August. Nedbank said the remaining approvals were expected towards the end of the third quarter, after which it could move to settlement.
Market context
The deal is one of the largest acquisitions in East African banking and comes as South African lenders look north for growth. Nedbank has said it will keep NCBA's listing on the Nairobi Securities Exchange.
