March 5, 2019
By Pacshal Ijeh InvestAdvocate
Lagos (INVESTADVOCATE)-Shareholders of Access Bank Plc and Diamond Bank Plc on Tuesday at a court ordered meeting approved the merger deal between the two lenders.
Voting results at the meeting shows that 98 percent of the shareholders of both banks gave their nod that all assets, liabilities and undertaking including real property and intellectual property rights of Diamond Bank would be transferred to Access Bank, thus dissolving Diamond Bank without being wound up.
99.98 percent of Diamond Bank shareholders which represents 15.1 billion shares were in favour of the scheme of the merger between both banks, while 0.02 percent voted to abstain from the merger while no vote against the deal was recorded.
Under the Scheme of Merger, Diamond Bank shareholders are to be paid N1.00 per each issued and paid-up ordinary shares held as at the time of the Court-Ordered Meeting.
On the part of Access bank, 97.89 percent of shareholders, representing 14.3 billion of a total of 14.6 billion shares voted in support of the merger, while 2.10 percent representing 307.12 million voted against it.
At the meeting, its expected that following the approvals of shareholders of both banks, regulatory approvals from the Central Bank of Nigeria (CBN) and Securities & Exchange Commission (SEC) are expected later in the month of March 2019.
Shareholders commended the decision of the management team to offer Diamond Bank shareholders a N1.00 ordinary share and looked forward to a bright future for the merged entity.
Sunny Nwosu, national coordinator emeritus, Independent Shareholders Association of Nigeria (ISAN), Sunny Nwosu, expressed his confidence and trust that the merger will be a successful one; while advocating for a special dividend to water down the effect of the dilution for existing shareholders of Access Bank.
Also, Adebayo Adeleke of the Independent Shareholders Association of Nigeria commended Access Bank’s effort at ensuring a smooth merger that would benefit shareholders of both banks.
While, Mukhtar Mukhtar, president, Trusted Shareholders’ Association of Nigeria (TSAN), expressed his gratitude for the merger which has saved shareholders of Diamond Bank as a result of the bad debts of the lender, ” thank you for saving us from Diamond Bank and what are we putting in place for the unpaid debt”? he queried.
Herbert Wigwe, group managing director/chief executive officer, Access Bank explaining the benefits of the merger affirmed that the combination of Diamond Bank’s strong retail customer franchise and Access Bank’s proven management and capital management expertise; would create a new bank with strong value creation potential, thus accelerating the attainment of Access Bank’s objective of becoming a leading bank in Nigeria and Africa’s Gateway to the world as the bank would become the largest retail bank in Africa.
Both banks’ objective complement each other and a merger with Diamond Bank would be accretive to Access Bank, given Diamond Bank’s leadership in digital and mobile-led retail banking. “This in turn will accelerate Access Bank’s strategy as a significant full service bank in Nigeria and a Pan-African financial service champion,” Wigwe added.
On January 25, 2019, a circular released by the Nigerian Stock Exchange said an Order of the Federal High Court, sitting at Lagos dated the 24th day of January, 2019 made under the hand of the Honourable Justice O. O. Oguntoyinbo in the above matter, the Court has directed that a meeting of the holders of the fully paid up ordinary shares of Access Bank Plc be convened and held for the purpose of considering and if thought fit, approving (with or without modification) a Scheme of Merger between the Company and Diamond Bank Plc (the Scheme) and matters connected therewith.
The merger according to both lenders will create Nigeria’s and Africa’s largest retail bank by customers, Access Bank will take advantage of Diamond Bank’s unparalleled retail banking expertise and strong digital offering. Together, the two entities would create one of Nigeria’s leading banks, with 29 million customers, including more than 13 million mobile customers, as well as 3,100 ATMs and around 32,000 PoS terminals.
“The combination of our two businesses will create the largest retail bank in Africa by customer base and a very significant player in the Nigerian market. This is a huge step towards the delivery of our goal to bring the power of banking to millions of people across Nigeria and an exciting transaction for Access Bank and Diamond Bank’s customers, staff and shareholders,” both banks said late last year at a joint news conference in Lagos.
Shares of Access Bank at the close of Tuesday’s trading on the Nigerian bourse appreciated 0.84 percent to N6.00 from N5.95 traded the previous session, gaining 0.05 kobo per share.
