Following numerous unconfirmed reports, Diamond Bank Plc on Monday finally disclosed that it would be merging with Nigeria’s tier-1 lender, Access Bank Plc, to form Sub-Saharan Africa’s biggest retail bank.
Access Bank, in the same vein, followed it with announcement that it has formally signed a Memorandum of Agreement (MoA) with Diamond Bank regarding a potential merger of the two banks.
According to Access Bank, its choice as a referred bidder came after a competitive selection process undertaken by the Board of Diamond Bank Plc.
The new merger is expected to form Nigeria’s and indeed Africa’s largest retail bank by customer size,
Details of the memorandum of agreement stated as follow: The proposed merger would involve Access Bank acquiring the entire issues share capital of Diamond Bank in exchange for a combination of cash and shares in Access Bank via a Scheme of Merger.
Based on this agreement by the boards of the two financial institution, Diamond Bank shareholders will receive N3.13 per share.
This will comprise a cash consideration of N1.00 per Diamond Bank share representing a total cash amount of N23.16 billion or $75.58 million.
The allotment of 6.62 billion new Access Bank ordinary shares, representing the 2 new Access Bank ordinary shares for every 7 Diamond Bank shares. The offer represents a premium of 260% to the closing market price of N0.87 per share of Diamond Bank on the Nigerian Stock Exchange as of December 13, 2018.
However, the completion of the transaction would be subject to formal regulatory and shareholder approvals.
Commenting on the new MoA, Herbert Wigwe, CEO of Access Bank, noted the strong track record of acquisition and integration and has a clear growth strategy.
“Access Bank and Diamond have complementary operations and similar values and a merger with Diamond with its leadership in digital and mobile-led retail banking could accelerate our strategy as a significant corporate and retail bank in Nigeria and a Pan-African financial services champion. Access Bank has a strong financial profile with attractive returns and a robust capital position with 20.1 CAR as at 30 September 2018,” Wigwe stated.
Also commenting on the new development, Uzoma Dozie, CEO, Diamond Bank, said the proposed combination with Access Bank will create one of Africa’s leading financial institution.
Dozie stated; “There is clear strategic rationale for the proposed merger and strong complementarities between the two institutions. While Diamond Bank has pioneered Nigeria’s largest technology-led retail banking platform, Access Bank is one of Nigeria’s leading full service commercial bank. Consolidation in the Nigerian banking industry is an inevitable, natural progression in a sector where the gap between Tier 1 and Tier 2 banks has been widening and scale has become critical where technology will disrupt the traditional business model while enabling broader financial institution”
The deal is expected to be completed before the end of March 2019.
We gathered that Access Bank and Diamond Bank top management executives will meet Monday with the Central Bank of Nigeria (CBN) leadership on a possible acquisition deal.
Diamond Bank is currently troubled after one of its foreign investors pulled out thus forced the bank to secure a national license and closed its international operations.
A few weeks back rumors emerged of a possible merger between the two banks.
The shock reverberated through the financial services sector until both banks issued independent statements denying any merger.
However, several sources with knowledge of the deal informed the popular business website, Nairametrics that negotiations had ensued despite multiple denials.
The impetus for this deal is not immediately clear however several analysts told the website that it could be either of two reasons.
Firstly, it appears this may have been triggered by unpaid loans between the Dozie family and Access Bank which is likely not performing.
Any deal short of an acquisition may have thus negatively impacted on the loans thus the need for the takeover.
Another reason posited by analysts suggest this deal was an opportunity for Access Bank Plc to meet its biggest target of emerging the largest bank in Nigeria by Asset Base.
In terms of profitability and returns on equity, Access Bank trails GTBank and Zenith Bank.
However, despite the impending announcement, regulators, CBN, NSE and SEC will still have to approve this transaction.
This process could take weeks if not months assuming shareholders of both banks comply with regulatory requirements.
More headwinds lie ahead for both banks as they still require shareholder approval to consummate the transaction.
For this deal to be consummated, shareholders of both banks will have to approve it with the sponsors of the merger abstaining.
Sources suggest there might be push back on the Diamond Bank side of the deal as its majority shareholder Carlyle investment may have felt shortchanged.
Carlyle had offered to bail out the bank but this request was rejected by the Dozie family after they requested for the resignation of Uzoma Dozie as the CEO of Diamond Bank.
While a potential Access Bank acquisition/merger with Diamond Bank could still lead to the resignation of Uzoma Dozie, we understand the Dozies will keep a significant portion of their shareholding of the bank giving them a seat on the board of the bank.
Access Bank had acquired Intercontinental Bank, considered bigger at the time, in a deal that catapulted the former into tier one status.
Diamond Bank, on the other hand, has been embroiled in several reports questioning its capital adequacy and liquidity, increasing speculations that it could be seeking a potential capital injection.
With Access Bank in the picture, the pressure has all but increased for the Tier 2 bank to shore up its capital either organically or attracting investments from an external source.
Access Bank currently has a total asset base (as at September 2018) of about N4.5 trillion and Diamond Bank, N1.5 trillion.
Combined will deliver an asset base of about N6 trillion and larger than Nigeria’s largest bank by Asset Base, Zenith Bank at about N5.6 trillion.
For a bank looking to rise to the top inorganically, a potential acquisition of Diamond Bank seems logical.