Nedbank Moves Closer to NCBA Takeover After Regional Approvals

Nedbank’s proposed acquisition of NCBA has moved another step closer to completion after two regional competition authorities approved the transaction, removing a major regulatory hurdle for one of East Africa’s biggest banking acquisitions.

The acquisition has now received approval from the Common Market for Eastern and Southern Africa Competition Commission (CCCC) and the East African Community Competition Authority (EACCA). The decisions clear key competition requirements for the proposed purchase of a controlling 66 percent stake in NCBA Group, leaving the transaction subject to the remaining regulatory approvals before it can close.

The latest decisions extend a regulatory process that has advanced steadily since the transaction was announced in January. Nedbank has already secured approval from the Prudential Authority of the South African Reserve Bank, while irrevocable undertakings from shareholders representing 77.54 percent of NCBA’s issued share capital have substantially reduced execution risk by providing strong support for the offer before completion.

In its decision, the CCCC concluded that the proposed transaction would not substantially lessen competition within the Common Market or harm the public interest in the member states where both banks operate.

“The merger was not likely to substantially prevent competition in the Common Market or a substantial part of it, nor would it affect public interest.”

Although the EACCA has not yet published its detailed ruling, Nedbank confirmed in an investor update that it has received the authority’s approval.

Competition approvals carry particular weight in cross-border banking mergers because regulators assess whether a combined institution could reduce competition, limit customer choice or create excessive market concentration across multiple jurisdictions.

Deal moves closer to completion

Nedbank said the remaining approvals continue to progress within the expected timetable.

“The balance of approvals are tracking well. The indicative completion date of the transaction, subject to regulatory approvals, remains at the end of the third quarter of 2026 or early in the fourth quarter of 2026.”

The proposed acquisition, announced in January, values the transaction at about Sh110 billion through a combination of cash and Nedbank shares. Under the agreed structure, 20 percent of the consideration will be paid in cash while 80 percent will be settled through newly issued Nedbank shares listed on the Johannesburg Stock Exchange.

The predominantly share-based structure means many existing NCBA investors will continue to hold an interest in the enlarged banking group after the transaction closes, aligning shareholders with Nedbank’s longer-term regional expansion rather than providing only a cash exit.

NCBA will remain listed on the Nairobi Securities Exchange after completion, with Nedbank becoming the majority shareholder rather than taking the bank private. The bank is also expected to retain its brand, management team and headquarters in Nairobi.

The acquisition has likewise been structured around operational continuity. Nedbank has previously committed to retaining NCBA’s existing workforce and contractual employment arrangements, reflecting the limited operational overlap between the two banks and preserving the local expertise that supports NCBA’s regional business.

Why NCBA matters to Nedbank

The acquisition gives Nedbank an established banking platform in East Africa instead of requiring it to build one from the ground up.

NCBA operates in Kenya, Uganda, Rwanda, Tanzania, Ghana and Côte d’Ivoire, while Nedbank maintains operations across several African markets, including South Africa, the Democratic Republic of Congo, Egypt, Mauritius, Rwanda, Uganda, Zambia and Zimbabwe.

For Nedbank, the transaction provides immediate access to one of East Africa’s leading corporate banking franchises, a sizeable SME business and one of the region’s most established digital lending platforms. Those capabilities, together with NCBA’s regional footprint, would have taken years to replicate organically.

Unlike many banking mergers, the acquisition also involves limited operational overlap because Nedbank has not operated a full retail or commercial banking network in Kenya. That supports plans to preserve NCBA’s operating model while giving Nedbank a platform for future expansion across East Africa.

What the acquisition means for shareholders

Nedbank has already secured irrevocable undertakings from shareholders representing 77.54 percent of NCBA’s issued share capital, giving the South African lender a strong foundation as it pursues the targeted 66 percent holding.

Among the shareholders backing the transaction are investment vehicles linked to the families of Kenya’s founding President Jomo Kenyatta and former Central Bank of Kenya Governor Phillip Ndegwa. The offer documents also allow participating shareholders to tender additional shares should the transaction be undersubscribed, further strengthening Nedbank’s ability to achieve its target stake.

When the transaction closes, the two families are expected to receive a combined cash payment of about Sh1.32 billion alongside more than Sh20 billion worth of Nedbank shares under the agreed consideration structure, while retaining minority holdings in NCBA after the transaction.

With shareholder backing already secured and regional competition approvals now in place, attention turns to the remaining regulatory conditions that will determine when one of the region’s largest cross-border banking acquisitions reaches completion.

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