Countdown to NBK takeover begins as KCB delivers final offer

Kenya Commercial Bank (KCB) has taken another step towards the acquisition of a fellow lender delivering their final takeover document to National Bank of Kenya (NBK).

The final takeover document was approved during a KCB annual general meeting on May 30 and had been sent to the Capital Markets Authority (CMA) for approval.

It now means that the wheels already set in motion for the takeover deal that is set to be concluded in September.

NBK, who had an AGM on June 14, had resolved to redesignate their preference chares into ordinary shares on condition of the completion of the takeover.

“Directors of National Bank of Kenya Limited were, on 19th June 2019 served by KCB with the Take-Over Document to acquire a hundred percent (100%) of the ordinary shares of the Company upon re-designation of the Preference Shares into ordinary shares,” NBK said in a notice.

The notice signed by company secretary Habil Waswani on behalf of the NBK board also stated the conditions under which KCB want to complete the takeover.

Delisting of NBK from the Nairobi Securities Exchange (NSE) is one of the conditions, “upon acceptance of the offer by not less than 75% of the Offer Shares including scope for minoritysqueeze out.”

The takeover is also subject to final regulatory approval from CMA, Competition Authority of Kenya (CAK) and the Central Bank of Kenya (CBK).

Despite not being made official, verbal approval from the CBK and Treasury has been forthcoming.

CBK Governor Patrick Njoroge has already been quoted as saying the deal will save NBK, while Treasury CS Henry Rotich gave a thumbs up to the takeover during his budget statements speech on June 13.

Waswani also said that the bank will send a circular to shareholders informing them of the recommendation of the NBK board after having reviewed KCB’s takeover document.

The circular to NBK shareholders will also include an independent expert opinion, that of Standard Investment Bank.

“The board of the Company will issue a Circular within fourteen (14) business days, to the Shareholders for the purpose of making an informed assessment as to the merits of accepting or rejecting the take-over offer and the extent of the risks involved in such action,” Waswani said.

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