Nedbank Group has launched a Sh109.9 billion (approximately ZAR 14.4 billion) offer to acquire 66 percent of NCBA Group Plc through a combination of cash and stock. The partial tender offer provides different payout options depending on shareholder size. Investors eligible for fewer than 200 Nedbank shares will receive Sh105 per NCBA share in cash, while larger shareholders are offered a blended value of Sh98.72 per share, combining cash and Nedbank stock.
NCBA shares traded at Sh90.5 on Wednesday, making the cash offer for smaller investors a premium over market price. Under the deal structure, 80 percent of tendered shares will convert into Nedbank shares at a ratio of 4.02994 Nedbank shares for every 100 NCBA shares, based on a Nedbank share price of 250 rand. The remaining 20 percent will be acquired in cash at Sh2,100 per 100 NCBA shares. Nedbank shares closed at 274.1 rand on Wednesday, implying that the conversion price is 9.6 percent below market. Shareholders holding fewer than 9,400 NCBA shares qualify for cash-only consideration.
As of December 2025, NCBA had 11,912 shareholders holding between one and 500 shares, 13,389 with 501 to 5,000 shares, and 1,853 holding 5,001 to 10,000 shares. Investors in the cash-only category will receive Sh10,500 per 100 shares, while those eligible for the mixed option will receive Sh9,872 in combined cash and stock value.
1. Strategic Regional Expansion
Nedbank has identified East Africa as a key growth market, citing strong macroeconomic fundamentals, a growing population, and a trade corridor connecting Africa to the Middle East, India, and Asia. NCBA, with operations in Rwanda, Tanzania, Uganda, Ghana, and Ivory Coast, offers Nedbank a platform to expand across East Africa and the Southern African Development Community (SADC) region.
2. NCBA’s Market Position and Digital Capabilities
NCBA operates 122 branches and serves more than 60 million customers across East and West Africa. The bank has developed a reputation for digital innovation, asset finance, and investment banking. NCBA manages approximately KES 665 billion (c. ZAR 84.4 billion) in assets, disburses over KES 1 trillion (c. ZAR 126.9 billion) in digital loans annually, and has delivered an average return on equity of 19 percent since 2021.
3. Complementary Capabilities
The transaction combines NCBA’s regional network, digital banking expertise, and brand recognition with Nedbank’s corporate and investment banking experience, cross-border structuring, and balance sheet capacity. NCBA is expected to maintain its local governance, brand identity, and NSE listing while acting as the main vehicle for Nedbank’s East African expansion. Nedbank’s current presence in the region is limited to a representative office, reducing the need for significant in-country operational integration.
4. Growth and Capital Access
The acquisition provides Nedbank exposure to NCBA’s growth trajectory and expected returns while offering NCBA improved access to capital. The additional resources are intended to support infrastructure development, scale operations across Kenya and the region, and sustain long-term growth.
Jefferson Wachira is a writer at Africa Digest News, specializing in banking and finance trends, and their impact on African economies.