The Central Bank of Nigeria (CBN) has given a “No Objection” nod to the merger plans of Access Bank Plc and Diamond Bank Plc, the boards of both banks said yesterday.
The deal is expected to be completed in the first half of 2019. Transaction completion is subject to Access Bank and Diamond Bank obtaining shareholder and regulatory approvals (CBN, the Securities and Exchange Commission (SEC), the Federal High Court (FHC) and the National Pension Commission (PenCom).
Following the signing of the Memorandum of Agreement and announcement of headline terms, which valued Diamond Bank at approximately N72.5 billion (about $200 million) and will see Diamond Bank shareholders receive N3.13 per share in cash and shares, Access Bank and Diamond Bank are announcing further details, including the rationale and benefits of the deal, the estimated cost synergies, the capital management plan and the timetable.
The merger will form a leading Tier 1 Nigerian bank and the largest bank in Africa by number of customers, spanning three continents, 12 countries and 29 million clients.
It will bring also together treasury, risk management and corporate banking expertise with strong retail and digital banking capabilities to create a financial institution operating across the full suite of products for all customer segments.
The transaction will be concluded via Scheme of Merger following Access Bank and Diamond Bank Court Ordered Meetings billed for March 2019 to approve terms. Subject to shareholder approvals, final approvals by SEC, CBN and PenCom regulatory and FHC sanction are expected before the end of first half of next year.
Cost of synergies conservatively estimated at N30 billion per annum, pre-tax, to be fully realised within three years post-completion.
Further revenue and balance sheet synergies are to be evaluated by joint implementation committee.
The pro-forma capital position of the merged bank will be in full compliance with regulatory requirements for significant financial institutions with an international banking presence.
However, in order to meet international standards of best practice and ensure a robust capital buffer, both banks expect to achieve a post-completion Capital Adequacy Ratio (“CAR”) of 20 per cent at the bank level and 22 per cent at the group level.
The key elements are – Diamond Bank to take further impairments in line with IFRS9, to be reflected in year end 2018 results.
Access Bank has finalised terms and obtained regulatory approvals for a Tier II capital issuance, which will raise $250 million, available for drawdown in January 2019.
Commenting on the proposed merger, Access Bank’s Chief Executive Officer (CEO) Herbert Wigwe said: “I am delighted to announce that we have received the necessary regulatory approvals to pursue a merger with Diamond Bank, one of Nigeria’s foremost digital and retail banks, subject to final regulatory and shareholder approvals.
“The combination of our two businesses will create the largest retail bank in Africa by customer base and a very significant player in the Nigerian market. This is a huge step towards the delivery of our goal to bring the power of banking to millions of people across Nigeria and an exciting transaction for Access Bank and Diamond Bank’s customers, staff and shareholders.
“We have a clear plan to maintain our capital strength and are announcing today decisive steps by both banks to ensure their financial stability throughout the process.
“The overall outcome will be a stable institution with an extremely strong capital adequacy ratio of more than 20 per cent following completion of the merger, which will be a leading competitor in all the markets in which it operates.”
Diamond Bank’s CEO Uzoma Dozie said: “The merger is positive for all of Diamond Bank stakeholders, including customers, employees and shareholders. In particular, customers will benefit significantly through the unrivalled combination of the best of Diamond Bank’s retail and digital leadership with the size of Access Bank’s balance sheet, corporate names and geographical reach.
“In reaching this decision, the shared passion for leveraging Nigeria’s youthful and entrepreneurial talent, and a commitment to better outcomes through financial inclusion have convinced us that this is the right combination.