NCBA Group PLC has announced that it has received a strategic investment proposal from South Africa’s Nedbank Group Limited, setting the stage for one of the most significant cross-border banking transactions in East Africa in recent years.
Under the proposal, Nedbank has issued a Notice of Intention to acquire approximately 66 per cent of NCBA’s ordinary shares through a Tender Offer to existing shareholders. Upon successful completion of the transaction, Nedbank would gain a controlling interest, with NCBA becoming a subsidiary of the South African banking group. The remaining 34 per cent of NCBA shares will continue to trade on the Nairobi Securities Exchange.
The planned acquisition values NCBA at 1.4 times its book value. 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.
NCBA operates across six African markets—Kenya, Uganda, Tanzania, Rwanda, Ivory Coast and Ghana—serving more than 60 million customers through a network of 122 branches. The Group holds assets valued at approximately KES 665 billion, disburses over KES 1 trillion annually in digital loans, and has delivered an average return on equity of about 19 per cent since 2021.
Nedbank, headquartered in South Africa, 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. The Group has an established presence across Southern Africa and international operations in London, Dubai, the Isle of Man and Jersey.
The proposed transaction aligns with Nedbank’s stated strategy to expand beyond Southern Africa into high-growth markets, with East Africa identified as a priority region. Kenya’s position as a regional financial hub—supported by robust institutions, advanced capital markets and a strong technology ecosystem—has made it a natural anchor for this expansion.
Following the acquisition, NCBA is expected to become Nedbank’s primary investment vehicle in East Africa. The Group will remain listed on the NSE, with its brand, governance framework, management team and operational decisions anchored locally. As Nedbank currently only maintains a representative office in East Africa, no major system or operational integrations are anticipated.
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The partnership is expected to unlock significant synergies. Nedbank will bolster NCBA’s corporate and investment banking capabilities through its global reach and sector expertise, while NCBA’s digital banking leadership, asset finance strength and regional footprint will provide Nedbank with immediate scale in East Africa. Employees are also expected to benefit from expanded training and career development opportunities across multiple geographies.
Commenting on the development, NCBA Group Managing Director John Gachora described Nedbank as a natural strategic partner. He noted that Nedbank’s strong balance sheet, market leadership in key lending segments and high ESG rankings would support NCBA’s growth ambitions, including potential expansion into markets such as Ethiopia and the Democratic Republic of Congo.
Nedbank Chief Executive Jason Quinn said the Group had deliberately identified East Africa as a key growth frontier. He highlighted Kenya’s role as a financial gateway to the region, underpinned by stable macroeconomic conditions, a young and urbanising population, and a vibrant business environment.
The combined NCBA markets represent a population of approximately 190 million people with a combined GDP nearing USD 300 billion. Additional long-term opportunities exist in Ethiopia and the DRC, which together add over 240 million people and significant economic potential.
The transaction remains subject to regulatory approvals from central banks and relevant authorities in the jurisdictions involved. Subject to these approvals, the deal is expected to close within six to nine months.
