The management of Diamond Bank on Monday announced its merger with Access Bank.
A statement by Uzoma Uja, the bank’s Secretary/Legal Adviser, said the transaction will be completed by the first half of 2019.
“The
proposed merger would involve Access Bank acquiring the entire issued
share capital of Diamond Bank in exchange for a combination of cash and
shares in Access Bank via a Scheme of Merger,” the disclosure, sent to
the Nigeria Stock Exchange, said.
Read the full disclosure below:
STATEMENT REGARDING SCHEME TO MERGE WITH ACCESS BANK
The
Board of Diamond Bank Plc (“Diamond Bank”) today announces that
following a strategic review leading to a competitive process, the Board
has selected Access Bank Plc (“Access Bank”) as the preferred bidder
with respect to a potential merger of the two banks (“the merger”) that
will create Nigeria and Africa’s largest retail bank by customers.
The
Board of Diamond Bank believes that the merger is in the best interest
of all stakeholders including, employees, customers, depositors and
shareholders and has agreed to recommend the offer to Diamond Bank’s
shareholders. Completion of the merger is subject to certain shareholder
and regulatory approvals.
The proposed merger would involve
Access Bank acquiring the entire issued share capital of Diamond Bank in
exchange for a combination of cash and shares in Access Bank via a
Scheme of Merger. Based on the agreement reached by the Boards of the
two financial institutions, Diamond Bank shareholders will receive a
consideration of N3.13 per share, comprising of N1.00 per share in cash
and the allotment of two (2) New Access Bank ordinary shares for every
seven (7) Diamond Bank ordinary shares held as at the
Implementation
Date. The offer represents a premium of 260% to the closing market
price of N0.87 per share of Diamond Bank on the Nigerian Stock Exchange
(“NSE”) as of December 13, 2018, the date of the final binding offer.
Immediately
following completion of the merger, Diamond Bank would be absorbed into
Access Bank and it will cease to exist under Nigerian law. The current
listing of Diamond Bank’s shares on the NSE and the listing of Diamond
Bank’s global depositary receipts on the London Stock Exchange will be
cancelled, upon the merger becoming effective.
Diamond Bank expects the transaction to be completed in the first half of 2019.
