…Regulators feign ignorance, say deal not concluded
By Emeka Anaeto & Nkiruka Nnorom
Following the announcement of the acquisition of Diamond Bank Plc by Access Bank Plc yesterday investors have swooped on the shares of both banks pushing them to the top of the Nigerian Stock Exchange, NSE, top gainers and volume transaction chart at close of trading yesterday.
Diamond Bank shares which had been on free fall in the past few weeks rose 9.47 percent to N1.04 from N0.95, while Access Bank’s shares appreciated by 9.40 percent to N8.15 from N7.45 per share.
Also, 70.98 million units of shares were traded in 129 deals in Diamond Bank, making it the most active stock in volume terms in the banking sector, while 13.62 million units were traded in Access bank in 254 deals.
Meanwhile, capital market authorities, the Securities and Exchange Commission, SEC, and the Nigerian Stock Exchange, NSE, have both indicated that the deal is not yet approved adding that it is just a notice of intention to merge.
Responding to the enquiries from Vanguard NSE stated:
“As an operator of a market, The Exchange’s role is to ensure appropriate disclosures around the discussions between the two listed Banks and related matters in accordance with the rules and regulations of The Exchange.
“Our approval of press releases from listed companies does not extend to approval of the substance of such press releases unless we discern from the face of such intended release that information contained in it is manifestly inaccurate. “Otherwise, our role is to permit the release of information so that shareholders are empowered to form a view and make investment decisions based on such releases and all other information available in the public domain.
“In line with our process, as you may have seen, we approved press releases from both Diamond Bank Plc and Access Bank Plc earlier today (Monday).
“There is a clear process of approvals for mergers, including approval of shareholders of both entities at a court ordered meeting of shareholders, regulatory approvals of the Central Bank of Nigeria (CBN) as well as the Securities and Exchange Commission (SEC) since both companies are public companies.
“It is only when these approvals have been granted that an application can be filed with The Exchange.
“The Exchange will review such application when it receives it; taking into consideration its rules on such application, regulatory approvals, Board and shareholders approvals and any other relevant matter in line with its rules.
“As the required approvals for the continuation of the proposed merger are primarily from the shareholders of the two entities, CBN and SEC, we advise that you share your concerns with the two statutory regulators and, if you are a shareholder, raise your concerns also during the relevant approval meeting.”
Also SEC in a statement said, “The Securities and Exchange Commission (SEC) is aware of the intention of Access Bank and Diamond Bank to go into a merger. Access Bank and Diamond Bank have both notified the Commission and the general public. It is a notice to merge, they have not merged yet. SEC is awaiting their application on the matter.”
Reacting, Shehu Mallam Mikaili, National President, Constance Shareholders Association of Nigeria, said, “To me, it is a welcome development because it will protect the interest of shareholders instead of the assets of the Bank (Diamond) being taken over by the CBN.”
Speaking in the same vein, Mr Patrick Ajudua, National Chairman, New Dimension Shareholders Association, NDSA, said, “We are not against the merger in this case because we still have our investment protected in the enlarged entity. Rather than face the unacceptable situation of Skye Bank, we are pleased with this development. Therefore, the take over of Diamond by Access Bank is okay by us. The banks in question will both seek the approval of their shareholders before the deal will be consummated since they are both listed on the exchange.”
Igbrude Moses, National Secretary, Independent Shareholders Association of Nigeria, ISAN, said, “If the board and management of Diamond Bank think that the only way to sustain the bank is to merge with another bank, so be it, but they should make sure that all the stakeholders are carried along to avoid litigation. CBN, NSE and any other regulator concerned should ensure that minority shareholders are carried along and not short changed in the whole arrangements. They should also ensure that the process is transparently carried out.”
He advised that the aim of building the biggest bank in Nigeria or Africa should not overshadow the consideration of ensuring that the acquiring institution has the capacity to manage the enlarged entity.
He said that shareholders are becoming weary and skeptical of banks stocks due to issues of constant take overs in the banking industry.
Access, Diamond Bank management speak
Uzoma Dozie, CEO, Diamond Bank, assured that the proposed combination, which is expected to be completed by first half of 2019, with Access Bank would create one of Africa’s leading financial institutions.
He said: “There is clear strategic rationale for the proposed merger and strong complementarities between the two institutions.”