South Africa’s Nedbank has made a Ksh109.9 billion offer to acquire a controlling stake in Kenya’s NCBA Group, setting the stage for one of the most significant banking takeovers in Kenya’s history and reshaping ownership at one of the country’s largest lenders.
Under the proposed transaction, Nedbank plans to acquire up to 66 percent of NCBA through a cash-and-share offer that would see the Kenyan bank become a subsidiary of the Johannesburg-listed lender. If completed, about 34 percent of NCBA shares would remain publicly traded on the Nairobi Securities Exchange (NSE).
What small shareholders will receive
The offer treats shareholders differently based on the size of their holdings. Investors who own fewer than 9,400 NCBA shares — valued at roughly Ksh850,000 — will be fully bought out at Ksh105 per share in cash. This represents a premium to NCBA’s Wednesday closing price of Ksh90.5 on the NSE.
For retail investors, the structure offers certainty and immediate liquidity, allowing them to exit the stock entirely at a higher price than recent market levels.
How large investors are compensated
Larger shareholders will receive a blended value of approximately Ksh98.7 per share through a combination of cash and Nedbank stock. These investors can tender up to 66 percent of their NCBA shares.
Of the shares tendered, 80 percent will be exchanged for Nedbank shares at a conversion rate of 4.02994 Nedbank shares for every 100 NCBA shares. The remaining 20 percent will be paid in cash at Ksh2,100 per 100 shares.
Based on Nedbank’s current share price of about Ksh1,928 on the Johannesburg Stock Exchange, the stock portion translates to roughly Ksh77.5 per NCBA share. When combined with the cash component, total compensation comes to about Ksh98.5 per share.
The structure allows major Kenyan investors to retain exposure to banking assets while gaining ownership in one of South Africa’s largest financial institutions.
Winners among NCBA’s top owners
The deal has the backing of NCBA’s largest shareholders, including the Kenyatta, Ndegwa, and Nyachae families.
The Kenyatta family, which holds a 13.2 percent stake through Enke Investments, stands to receive approximately Ksh601 million in cash and Nedbank shares valued at about Ksh8.83 billion. They will also retain 34 percent of their NCBA holding, worth an estimated Ksh6.7 billion at current prices.
Why the deal matters
The offer comes just months after reports that Standard Bank had received regulatory approval to explore a potential bid for NCBA, news that previously sent the bank’s share price sharply higher.
If concluded, the transaction would deepen South African banking influence in East Africa and mark a major consolidation moment for Kenya’s financial sector. For NCBA shareholders, the deal offers a rare mix of cash certainty, regional exposure, and continued participation in a listed Kenyan bank — all wrapped into a single Ksh109 billion transaction.
