Nigeria’s Access Bank paid Sh15.8 billion to acquire National Bank of Kenya (NBK) from KCB Group, earning the Nairobi bourse-listed lender a premium of Sh3.18 billion.
KCB Group has disclosed the payout it received from the Nigerian lender for assets valued Sh12.6 billion, underlining the premium foreign lenders are willing to pay to set up shop in Kenya.
The lender has informed investors that it received Sh12.83 billion in cash, with the balance of Sh2.97 billion being paid later to the Kenyan bank.
Access Bank acquired NBK last year in the quest for a larger market share, notably in the retail market, where the deal upgraded it to mid-tier status with over 100 branches across the country. It first entered the Kenyan market in 2020 by acquiring Transnational Bank, which was categorised as a small lender.
“Details of the sale of the subsidiary; cash was Sh12.83 billion while fair value of contingent consideration was Sh2.975 billion with the total disposal consideration being Sh15.807 billion,” said KCB Group.
“The fair value of the contingent consideration includes cash proceeds held in an escrow account. As part of the sale of NBK, the Group placed an amount of Sh3.207 billion in an escrow in accordance with the terms of the Sale and Purchase Agreement,” added the group.
The escrow serves as a security to Access Bank for any potential claims, indemnities or other post completion adjustments arising during the agreed claim period.
KCB said the assets of NBK were Sh14.64 billion, but it retained assets worth Sh2.02 billion, meaning Access Bank agreed a price of Sh15.8 billion for assets valued at Sh12.62 billion.
This saw KCB book a gain of Sh3.18 billion, of which Sh477 million was paid to the taxman, leaving a net of Sh2.7 billion.
Foreign banks have been willing to pay a premium to enter the Kenyan market, which boasts of deep financial inclusion.
South African lender, Nedbank, is paying Sh110.4 billion in cash and stock for the controlling stake in NCBA, translating to 1.4 times the net assets of the Kenyan bank.
Nigeria’s Zenith Bank last month got regulatory approvals to acquire Kenyan Paramount Bank for an undisclosed amount. Other foreign lenders that have entered the Kenyan market through acquisitions are Egyptian Commercial International Bank, Somalia’s Premier Bank and Mauritius SBM Holdings.
KCB paid out a special dividend totaling Sh3 per share, being Sh9.64 billion, from the proceeds of the sale, with Sh2 included in its interim payout of August, while Sh1 is part of the final dividend set to be approved by shareholders later this month.
Access Bank disclosed in its annual report a figure of Sh13.76 billion ($106.7 million) relating to the acquisition.
“To secure the Seller’s right to receive payment pending satisfaction of the regulatory conditions, the Group entered into a guarantee agreement of a maximum guarantee amount of $106.7 million (Sh13.7 billion) effective November 19, 2025,” said Access Bank.
The Pan-African lender told its shareholders it was yet to get a final nod on the deal from the Central Bank of Nigeria as at the end of last year.
The Nigerian lender said it did not include NBK financials in its books for the year ended December, as it awaited the regulator’s final approvals.
“The transaction remains subject to the receipt of unconditional regulatory approvals from the Group’s primary regulator as at December 31, 2025,” said Access Group.
“Consequently, the financial results of National Bank of Kenya have not been consolidated in these financial statements.”
NBK would have boosted Access Bank’s performance, having recorded a net profit of Sh2.3 billion for the full year ended December 2025. This is in contrast to Access Bank Kenya’s loss of Sh702.2 million reported last year.
The core capital of Access Bank Kenya was below the new statutory requirement of Sh3 billion as at end of last year.
The parent in Lagos, however, did not inject additional capital in the Kenyan unit, noting it was bound to combine NBK with Access Kenya before year end.
