NCBA shareholders to get $16.3 cash plus Nedbank shares under $856 million takeover offer

Nedbank Group, one of South Africa’s five largest, top-tier financial services groups, is moving ahead with its planned acquisition of a 66% stake in Kenya’s NCBA Group in a transaction valued at roughly $856 million (Ksh110 billion) as the lender expands deeper into East Africa’s banking market.

The transaction marks one of the largest cross-border banking acquisitions in East Africa in recent years and underscores growing consolidation across Africa’s financial services industry as regional lenders pursue scale, capital strength, and cross-border growth.

Nedbank offers cash and shares to NCBA investors

Shareholders of NCBA Group are set to receive nearly $1 per share under South African lender Nedbank Group’s proposed offer seeking to acquire about 66% of NCBA’s issued ordinary shares through a pro-rata structure as approved under the regulations of take-overs and mergers of Kenya’s Capital Markets.

Under the offer terms released in NCBA’s shareholder circular dated May 4, investors holding 7,519 shares or fewer will receive a cash-only payout of Ksh105 ($0.81) per share. Shareholders with at least 7,520 shares will qualify for a blended cash-and-share compensation package tied to Nedbank shares listed on the Johannesburg Stock Exchange (JSE). For every 100 NCBA shares tendered, shareholders will receive Ksh2,100 ($16.25) in cash and 4.02994 Nedbank shares. The structure implies a total offer value of Ksh10,500 ($81.28) per 100 NCBA shares, translating to Ksh105 ($0.81) per share.

NCBA shareholders who qualify for fewer than 200 Nedbank shares after allocation, or who are legally unable to hold offshore-listed equities, will instead receive the entire consideration in cash. The offer period opens on May 28, 2026, and closes on July 10, 2026, with final results expected no later than July 21, according to the shareholder circular approved by Kenya’s Capital Markets Authority (CMA).

NCBA board backs Nedbank acquisition

NCBA’s board recommended shareholders accept the offer, describing it as “fair and reasonable” following an independent valuation conducted by Nairobi-based advisory firm Faida Investment Bank.

Faida Investments, the Nairobi-based independent financial adviser, estimated NCBA’s fair value at Ksh91.56 ($0.7) per share using four valuation methods, including residual income and price-to-book models. The offer therefore represents a premium of roughly 15% to 17% above the estimated fair value.

The board also highlighted that the Ksh105 ($0.81)-per-share offer reflects a 16% premium to NCBA’s closing price before the transaction announcement, a 20% premium to the 30-day volume-weighted average price, a 24% premium to the 90-day VWAP and a 37% premium to the 180-day VWAP.

Strategic rationale behind the acquisition

NCBA’s board said the transaction would combine the Kenyan lender’s digital banking scale and regional footprint with Nedbank’s corporate and investment banking capabilities.

As of December 2025, Nedbank held total assets of R1.56 trillion ($95.2 billion), and headline earnings stood at R17.2 billion ($1.05 billion). The banking group served more than 8 million clients across Africa, Europe, and the Middle East. NCBA reported total assets of Ksh716 billion ($5.42 billion) in 2025, net profit of Ksh23.4 billion ($181.16 million) and customer deposits of Ksh531.9 billion ($4.12 billion). 

Nedbank has already secured irrevocable undertakings from key NCBA shareholders representing approximately 77.5% of the lender’s shares. Major backers include First Chartered Securities Limited, D&M Management Services LLP, Brookshire Limited, Westpoint Nominees Limited and Enke Investments Limited, an investment vehicle owned by the Kenyatta family. The commitments ensure Nedbank can achieve its targeted 66% ownership threshold if regulatory conditions are met.