NCBA Group Plc has announced that it has received a strategic investment proposal and a formal Notice of Intention from South Africa’s Nedbank Group Limited to acquire approximately 66 per cent of its ordinary shares through a tender offer, a transaction that would see one of East Africa’s largest financial services groups become a subsidiary of a leading pan-African banking institution.
If completed, the deal will rank among the most consequential cross-border acquisitions in Kenya’s banking sector, underscoring the country’s growing role as a regional financial hub and a gateway to East Africa’s high-growth markets.
Under the proposed structure, Nedbank would acquire a controlling interest in NCBA, while the remaining 34 per cent of the bank’s issued shares would continue to be listed and traded on the Nairobi Securities Exchange (NSE). NCBA’s brand, governance framework, and operational autonomy would remain anchored in Kenya, according to both parties.
Valuation and deal structure
The planned acquisition values NCBA at approximately 1.4 times its book value, a premium that reflects the lender’s strong profitability, diversified business model, and regional footprint.
Shareholders who participate in the tender offer would receive 20 per cent of their consideration in cash, with the remaining 80 per cent settled through the issuance of Nedbank ordinary shares listed on the Johannesburg Stock Exchange (JSE). This structure would give NCBA shareholders direct exposure to Nedbank, one of Africa’s largest and most established banking groups.
The transaction is subject to shareholder participation levels and a range of regulatory approvals across multiple jurisdictions, including central banks in Kenya and other countries where NCBA operates. The parties expect the process to take between six and nine months to complete.
Strategic rationale for Nedbank
Nedbank, headquartered in South Africa and listed primarily on the JSE with a secondary listing on the Namibia Securities Exchange, has made clear its intention to expand beyond its traditional Southern African base.
East Africa has emerged as a priority region, driven by strong demographic trends, rising urbanisation, improving financial inclusion, and increasingly sophisticated capital markets. Kenya, in particular, has positioned itself as a regional financial and technology hub, making it a natural anchor point for continental expansion.
“Nedbank has a strategic objective to grow and diversify outside of its core Southern Africa market, and we identified East Africa as a key growth region,” said Jason Quinn, Chief Executive Officer of Nedbank. “We are therefore excited to partner with a strong and leading financial services firm such as NCBA to deliver on our growth ambitions.”
Quinn added that Kenya’s strong institutions, advanced capital markets, and vibrant technology ecosystem make it an attractive base for serving the wider region, including Uganda, Tanzania, and Rwanda.
Why NCBA matters
Formed from the merger of NIC Group Plc and Commercial Bank of Africa in 2019, NCBA has grown into one of East Africa’s most influential financial services groups. The bank operates across Kenya, Uganda, Tanzania, Rwanda, Ivory Coast, and Ghana, with a network of 122 branches serving more than 60 million customers.
NCBA has built a reputation for digital innovation and scale, disbursing more than KSh1 trillion in digital loans annually and maintaining a strong position in asset finance, investment banking, and corporate banking.
The group holds assets of approximately KSh665 billion and has delivered an average return on equity of about 19 per cent since the 2021 financial year, making it one of the more profitable banking groups in the region.
John Gachora, Group Managing Director of NCBA, described Nedbank as a natural strategic partner.
“Nedbank is an ideal partner for our growth in the East Africa region,” Gachora said. “Their strong balance sheet will help us scale in our current markets as well as explore the investment proposition that the DRC and Ethiopia have to offer.”
He noted that Nedbank holds between 16 and 17 per cent market share of loans and deposits in South Africa and is a market leader in vehicle and commercial property finance, with about 36 per cent market share in each segment.
Synergies and growth opportunities
Under the proposed structure, NCBA would become the cornerstone investment vehicle for Nedbank’s East African strategy. Nedbank currently maintains only a representative office in the region, meaning the acquisition would provide an immediate and operationally established platform without the need for complex system integrations.
Nedbank’s global and regional expertise is expected to strengthen NCBA’s corporate and investment banking capabilities, particularly in cross-border transactions, sectoral financing, and large-ticket lending.
At the same time, access to Nedbank’s capital base would support NCBA’s ambitions to scale its operations, invest in technology, and deepen its presence across existing and new markets.
As part of the group, NCBA staff would gain access to broader training, mobility, and career development opportunities across multiple geographies, while customers would benefit from expanded capabilities and a larger lending capacity.
Importantly, Nedbank has indicated that it intends to preserve NCBA’s brand, management team, governance structures, and operating model, addressing potential concerns around local decision-making and market responsiveness.
Anchoring Kenya’s regional role
The proposed acquisition highlights Kenya’s role as a gateway to East Africa and beyond. The combined NCBA and Nedbank platform would serve markets with a combined population of approximately 190 million people and a gross domestic product approaching USD 300 billion.
Beyond NCBA’s current footprint, both institutions see longer-term opportunities in Ethiopia and the Democratic Republic of Congo. Ethiopia’s population of about 136 million and GDP of roughly USD 135 billion, alongside the DRC’s 110 million people and USD 70 billion GDP, present significant untapped potential for financial services expansion.
Regulatory path ahead
The transaction will require approvals from multiple regulators, including the Central Bank of Kenya and corresponding authorities in other jurisdictions where NCBA operates. Analysts expect regulatory scrutiny to focus on financial stability, governance, and consumer protection, given the size and cross-border nature of the deal.
If approved, the transaction would reinforce a broader trend of consolidation and cross-border investment in Africa’s banking sector, as institutions seek scale, resilience, and diversified growth in an increasingly competitive environment.
For Kenya’s capital markets, the deal would represent a major vote of confidence, maintaining NCBA’s NSE listing while linking local investors to one of Africa’s most established banking groups.
