NCBA Group Managing Director John Gachora
South Africa’s Nedbank Group has moved to acquire a controlling stake in NCBA Group, signaling a renewed push by one of the continent’s largest lenders to expand into faster-growing East African markets.
NCBA said it has received a Strategic Investment Proposal and a formal Notice of Intention from Nedbank to acquire about 66% of its ordinary shares through a tender offer to existing shareholders. If completed, the transaction would make NCBA a subsidiary of Nedbank, while leaving roughly 34% of the bank listed on the Nairobi Securities Exchange, thus preserving its local market presence.
The proposed deal values NCBA at around 1.4 times book value, according to the bank. Shareholders who tender their shares would receive 20 % of the consideration in cash, with the balance paid in Nedbank shares listed on the Johannesburg Stock Exchange. The structure offers partial liquidity while allowing investors to retain exposure to the combined group’s performance.
The transaction comes as African banks face mounting pressure to consolidate, driven by higher regulatory capital requirements, rising technology and compliance costs, and the need to support increasingly regional corporate clients. For Nedbank, the acquisition represents a strategic entry into East Africa after years of signaling its intention to expand beyond its core Southern African market.
East Africa has become a focal point for pan-African lenders and international financial institutions, supported by relatively resilient economic growth, rapid digital adoption and deepening regional integration. Kenya, in particular, is regarded as the region’s financial hub, with well-developed capital markets, a strong regulatory framework and a globally recognised fintech ecosystem.
By acquiring NCBA, Nedbank would gain immediate scale and market access in a region where organic expansion would take years. Nedbank currently operates only a representative office in East Africa.
NCBA has operations in Kenya, Uganda, Tanzania, Rwanda, Côte d’Ivoire and Ghana, supported by a network of 122 branches and a large digital banking platform serving more than 60 million customers. The group was created in 2019 through the merger of NIC Group and Commercial Bank of Africa, combining corporate and investment banking with a strong retail and mobile-led lending franchise.
The lender holds assets of about $4.3bn (Sh15.14trn) and disburses more than Sh2, 770trn in digital loans annually, emphasizing its role as a regional leader in data-driven credit. Since 2021, NCBA has generated an average return on equity of about 19%, placing it among the stronger performers in East Africa’s banking sector.
John Gachora, NCBA’s group managing director, said the bank would become the cornerstone of Nedbank’s East African strategy. He added that NCBA would remain listed on the NSE, with its brand, governance framework and management team retained locally.
Nedbank has indicated it does not intend to integrate branch networks or core banking systems, reducing execution risk. The South African lender’s franchise is centred on corporate and investment banking, specialised finance and wealth management, areas that could complement NCBA’s existing strengths in asset finance and digital retail banking.
Analysts say the deal could strengthen NCBA’s ability to support larger corporate transactions and cross-border activity by giving it access to a deeper capital base and global client relationships. In turn, Nedbank would gain exposure to markets with faster population growth and higher long-term banking penetration than South Africa.
Beyond its current footprint, NCBA has identified Ethiopia and the Democratic Republic of Congo as longer-term growth opportunities. Ethiopia is gradually liberalising its financial sector, while the DRC remains underbanked despite its large population and natural resource base.
Nedbank chief executive Jason Quinn said East Africa had been deliberately identified as a growth frontier, citing Kenya’s strong institutions, sophisticated markets and dynamic technology sector.
The transaction is subject to regulatory approvals from central banks, capital markets authorities and competition regulators across NCBA’s operating jurisdictions. The parties expect the process to take six to nine months.
If completed, the deal would rank among the most significant cross-border banking transactions in East Africa in recent years and underline the renewed interest of South African lenders in the region’s long-term growth prospects.
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