December 7, 2011

Access Bank, Intercontinental to complete merger March 2012

Intercontinental Bank Plc will cease to exist by March 2012, as Access Bank Plc said, Tuesday, that it would conclude the ongoing merger process between both banks by March 2012.

The bank, in a statement to the Nigerian Stock Exchange, NSE, on the proposed merger, made available to Vanguard, said this is as a result of its recent acquisition of a 75 per cent stake in Intercontinental Bank.

According to the bank, the proposed merger will be effected through a Scheme of Merger pursuant to Part XII of the Investments and Securities Act (No 29) of 2007,  that when concluded, will result in Intercontinental Bank being merged with Access Bank, leaving Access Bank as the surviving entity.

The bank said it had earlier envisaged that the merger process would take between 18 and 24 months, adding that it was able to fast track the process due to a number of factors ranging from the pre-merger integration process and the support of stakeholders.

The statement reads, “We are pleased that this acceleration has been made possible by the success of our pre-merger integration processes leading to the achievement of key milestones well ahead of initial target dates.

“This has been assisted by the high level of cooperation and support received from all stakeholders to date. The acceleration has also been necessitated by the successful completion of change of control at the parent as well as subsidiary levels of Intercontinental Bank.

“To ensure that the momentum is sustained and that value is preserved, Access Bank has decided to accelerate the merger timetable in line with the progress of integration. This is particularly important as some critical aspects of the integration exercise such as customer and product integration will only be completed subsequent to the legal merger of both banks.

The bank informed the investing public that it has secured the necessary approvals from the appropriate authorities and would convene a court-ordered meeting where it would be seeking shareholders’ approval for the merger and increase in its authorized share capital.

“As part of the Scheme resolutions, the authorized share capital of Access Bank will be increased to accommodate the scheme shares to be issued to Intercontinental Bank shareholders.

The bank, however, added that the proposed Scheme of Merger is subject to subsequent approval of the Securities and Exchange Commission, the Central Bank of Nigeria and to the sanction of the Federal High Court.

“Consequent upon this resolution being passed at the Court-Ordered Meeting, the shareholders of Access Bank will hold an extra-ordinary general meeting immediately thereafter, to pass resolutions to amend the relevant sections of its Memorandum and Articles of Association, to give effect to the resolutions passed at the Court-Ordered meeting.