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Diamond Bank, Access Bank Merger and the Big Obstacle

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By Dipo Olowookere

One news item that has dominated the capital market space in Nigeria at the moment is the merger between Diamond Bank and Access Bank.

The merger between both parties was confirmed yesterday after initial denials by both banks, while the deal is expected to be finalised before the end of June 30, 2019.

It is important to note that both financial institutions are trading their equities on the floor of the Nigerian Stock Exchange (NSE).

In a release on Monday by Diamond Bank, its board said, “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 2 new Access Bank ordinary shares for every 7 Diamond Bank ordinary shares held as at the Implementation Date.

“The offer represents a premium of 260 percent to the closing market price of N0.87 per share of Diamond Bank on the Nigerian Stock Exchange as of December 13, 2018, the date of the final binding offer.”

This deal, according to the Chief Executive Officer of Diamond Bank, Mr Uzoma Dozie, “will create one of Africa’s leading financial institutions.”

Mr Dozie said, “There is clear strategic rationale for the proposed merger and strong complementarities between the two institutions,” noting that, “While Diamond Bank has pioneered Nigeria’s largest technology-led retail banking platform, Access Bank is one of Nigeria’s leading full-service commercial banks.”

He further said, “The board of Diamond Bank believes that the proposed combination of the two operations provides an exciting prospect for all stakeholders in both businesses and will create a financial institution with the scale, strength and expertise to capitalise on the significant opportunities in Nigeria and sub-Saharan Africa more broadly.”

For the CEO of Access Bank, Mr Herbert Wigwe, “Access Bank has a strong track record of acquisition and integration and has a clear growth strategy.

“Access Bank and Diamond Bank have complementary operations and similar values, and a merger with Diamond Bank, with its leadership in digital and mobile-led retail banking, could accelerate our strategy as a significant corporate and retail bank in Nigeria and a Pan-African financial services champion.

“Access Bank has a strong financial profile with attractive returns and a robust capital position with 20.1 percent CAR as at September 30, 2018.

“We believe that this platform, together with the two banks’ shared focus on innovation, financial inclusion and sustainability, can bring benefits to Access Bank and Diamond Bank customers, staff and shareholders.”

While the Central Bank of Nigeria (CBN) is believed to have midwifed this transaction, both shareholders of Access Bank and Diamond Bank will still have to approve the merger, which some have described as acquisition in reality.

However, Business Post analysts are of the view that shareholders of Diamond Bank will want to create a big obstacle to this merger, especially Carlyle Group, an American equity firm, which in 2014 became the leading individual shareholder in the bank with the acquisition of 17.7 percent of the company’s shares. At that time, the US-based company acquired 4.16 billion shares of Diamond Bank at N5.80k each.

While some minority shareholders may not reject the offering because of what Access Bank is putting forward, Carlyle Group, which has been speculated to have called for the resignation of Mr Dozie, may become the biggest hurdle to cross in making the merger see the light of the day.

In our November 27, 2018 article, we highlighted how Carlyle Group may have lost over N20 billion of their investment in Diamond Bank since they joined the lender.

As it has been reported in some sections of the media, the Pascal Dozie family, founder of Diamond Bank, had allegedly first obtained a loan from GTBank Plc, which was later allegedly taken over by Access Bank Plc.

The loan was said to have been used to chase foreign investors out of the bank, especially, Actis, in 2014, which allegedly sold their shares to the Dozie family at N7.50k per unit, receiving over $125 million from the deal.

Business Post gathered from a statement released then that the Dozie family, through Kunoch Holdings, had acquired the 14.8 percent stake of Actis DB Holdings Limited in Diamond Bank. Actis had invested heavily in Diamond Bank in 2007, when it bought the bank’s shares.

With the above, it is anticipated that Carlyle Group might feel cheated in the Access Bank/Diamond Bank deal and might want to fight back by frustrating it, especially when it has been speculated that the Dozie family are favouring Access Bank to take over Diamond Bank allegedly as pay back for the loan they allegedly obtained some year ago to pursue Actis out of the company.

Also from a leaked letter purportedly written by a former Chairman of Diamond Bank, Mr Seyi Bickerstheth, which was later leaked to the media, Carlyle Group has not been in support of this transaction and the leadership of Mr Dozie.

Mr Bickerstheth, who resigned from the bank over a month ago alongside three other non-executive directors, claimed Carlyle Group had wanted a situation where fresh capital would be injected into Diamond Bank for recapitalisation instead of handing over the bank to Access Bank on a platter of gold.

According to letter, the group had insisted that for the cash injection to happen, Mr Dozie will first have to relinquish his position as the CEO.

“After several discussions, the CEO, of the bank who is also a representative of the second largest shareholder Kunoch Ltd, agreed to resign effective January 3, 2019 but would not tender his letter to confirm his verbal notification.

“In response, the representative of CSSAF DBN Holdings therefore at the board meeting held on October 18, 2018 put forward a motion for the removal of the CEO with immediate effect. This was despite continuous negotiations and attempts by members of the board, to provide an amicable solution to this impending shareholder fight and reaching several tentative agreements, which were frustrated by both parties.

“Nonetheless due to technical reasons and reluctance of board members regarding an immediate removal of the CEO, the vote for the removal of the CEO was postponed, pending legal clarifications, which could not be provided by the Company Secretary,” the letter had said.

It had said further that, “The CEO, at the October 18 2018 meeting, had a financial adviser appointed by the executive management without reference to the board to present to the board various strategic options for recapitalization either through an internal rights issue or possible merger with other Tier 1 banks.

“While the board stated that this was to have been presented to the board capital raising committee, it allowed the presentation to be made. The presentation, though based on 2017 financials was still very high level and, was well received by the board and the board directed that the recommendation be passed on to the capital raising committee of the bank to evaluate this along with all other options being considered – new injection of capital by the shareholders, merger with a local bank or position to partner with an international bank not currently operating in Nigeria

“On Friday October 19, 2018, due to the lack of clarity on the motion for immediate removal of the CEO, the representative of CSSAF DBN Holdings informed board members that as a majority shareholder CSSAF DBN Holdings would call for an Extraordinary General Meeting to remove the CEO since the board had not voted on the matter.

“The 4 NEDs then decided that it was becoming a shareholder fight, which they felt could have been averted either by the CEO tendering a letter indicating his resignation effective January 3, 2019 or by CSSAF DBN Holdings accepting to give the Board the responsibility of ensuring the issue is resolved amicably. Purely on this basis, the 4 NEDs wrote to resign their appointments immediately by emails to the Company Secretary to allow the 2 shareholders resolve the impasse.”

If you desire to read the full letter, kindly click HERE For now, what observers are not sure of is if Carlyle Group will approve the merger between Diamond Bank and Access Bank or would want to first force Access Bank to settle their over N20 billion loss before giving the deal its nod.

Dipo Olowookere is a journalist based in Nigeria that has passion for reporting business news stories. At his leisure time, he watches football and supports 3SC of Ibadan. Mr Olowookere can be reached via [email protected]

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Banking

First Bank Introduces Naira Visa Debit Card to Ease Everyday Payments

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First Bank Sympathy Letter

By Adedapo Adesanya

Nigerian tier-1 lender, First Bank, has announced the introduction of its Naira Visa Debit Card in partnership with the global payments giant to extend accessible, reliable electronic payment capabilities to a broader segment of the Nigerian population.

The card is targeted at everyday consumers who require a dependable payment instrument for routine domestic and international transactions. Accepted across POS terminals, ATMs, and online platforms through Visa’s payments network, the Naira Visa Debit Card is designed to reduce friction for customers transitioning from cash to electronic payments across retail, utilities, and digital commerce.

According to the bank, the partnership aligns with Nigeria’s ongoing drive toward a cashless economy, a policy direction that has gained significant momentum following successive Central Bank of Nigeria directives encouraging the adoption of electronic payment channels, adding that the card is intended to serve customers across the country’s diverse economic segments.

The Naira Visa Debit Card is available to all eligible FirstBank account holders through any of the bank’s branches nationwide.

Speaking on the launch, Mr Chuma Ezirim, Group Executive, eBusiness & Retail Products, FirstBank, said: “Everyday transactions should be simple, secure, and rewarding. The Naira Visa Debit Card is designed to make life easier for our customers, whether they are paying for groceries, settling utility bills, or shopping online.

“By extending reliable electronic payment access across Nigeria, we are helping more people transition confidently from cash to digital payments, supporting the nation’s cashless policy and empowering communities with greater financial inclusion.”

Commenting on the strategic importance of the partnership, Mr Andrew Uaboi, Vice President and Cluster Head, West Africa, Visa, noted: “A strong payments ecosystem works for everyone. The Naira Visa Debit Card extends reliable electronic payment access to everyday Nigerian consumers, and this in addition to the cards in our portfolio, continues to demonstrate what a truly comprehensive card portfolio looks like for the Nigerian market. Visa is proud to power this offering with FirstBank.”

The launch of the Naira Visa Debit Card broadens Visa’s card portfolio at FirstBank, which already includes products spanning credit cards and High-end premium lifestyle spending cards. The addition completes its offering across customer segments, ensuring that cardholders at every income level have access to a product suited to their needs.

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CBN Unveils New Revised Manual to Modernise FX Market

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FX Market Segments

By Adedapo Adesanya

The Central Bank of Nigeria (CBN) has unveiled the fourth edition of its Foreign Exchange Manual as part of efforts to deepen liquidity, improve transparency and strengthen confidence in the country’s foreign exchange market.

Speaking at the launch of the revised manual in Abuja on Friday, the Governor of the apex bank, Mr Yemi Cardoso, said the document will take effect from June 1, 2026.

He said it was developed after extensive consultations with banks, exporters, importers, corporates, regulators and development partners.

He said the new framework reflects the apex bank’s commitment to modernising the country’s foreign exchange administration in line with international best practices.

Mr Cardoso described the foreign exchange market as a critical pillar of any open economy, noting that effective governance of the sector is essential for sustaining macroeconomic stability and investor confidence.

“Foreign exchange is more than a financial instrument. It anchors price stability, facilitates the flow of goods and capital, and shapes investor sentiment,” he said.

The CBN governor stressed that the revised manual became necessary due to changing global economic realities, domestic reforms and the need for a more coherent and forward-looking regulatory framework.

According to him, the last edition of the FX manual was issued in 2018, making the latest review both timely and necessary.

Mr Cardoso disclosed that Nigeria’s foreign exchange market has witnessed significant improvement in liquidity since the current administration began reforms in the sector.

He added that daily turnover in the FX market increased from an average of about $100 million in the early days of the administration to between $400 million and $600 million daily.

The CBN Governor added that the market had also recorded transactions of up to $1 billion per day on several occasions in recent months.

“We have gone from a situation where it was more or less a one-way market, where the central bank came in, intervened and went away, to a much more dynamic market,” he stated.

The apex bank boss noted that the reforms were gradually restoring confidence among investors and market participants, encouraging freer entry and exit in the market without unnecessary restrictions.

He also maintained that the nation’s foreign reserves should not be used as the primary tool for funding the foreign exchange market.

“Reserves are reserves. They are not what you look to fund a market,” he said.

The CBN Governor assured stakeholders that the revised manual would be distributed free of charge to authorised dealers while the bank strengthens monitoring mechanisms to ensure compliance, fairness and accountability across the foreign exchange market.

On his part, the Deputy Governor for Economic Policy, Mr Muhammad Abdullahi, said the review formed part of broader reforms initiated by Mr Cardoso to restore confidence, improve transparency and deepen liquidity in the foreign exchange market.

Mr Abdullahi explained that the revised manual introduces several changes aimed at improving ease of doing business and reducing transaction bottlenecks.

Among the notable changes, he noted, are provisions allowing unfettered access to export proceeds, the introduction of non-resident investment accounts and operational guidelines for Pan-African Payment and Settlement System (PAPSS) transactions to support regional trade.

Mr Abdullahi added that the manual also contains new provisions on service exports, revised documentation requirements and updated operational procedures designed to align Nigeria’s FX market with global standards.

He said the apex bank deliberately adopted an ease of doing business approach during the review process to eliminate inefficiencies and ambiguities identified by stakeholders.

“The revised manual is not a stand-alone exercise but part of a broader institutional reform effort designed to strengthen the integrity, credibility and effectiveness of Nigeria’s foreign exchange system,” he said.

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CBN Authorises Omodayo-Owotuga’s Inclusion into First Bank Board

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Julius Omodayo-Owotuga

By Aduragbemi Omiyale

The Central Bank of Nigeria (CBN) has approved the appointment of Mr Julius Omodayo-Owotuga to the board of First Bank of Nigeria Limited as an executive director.

A statement from the company said the appointment of Mr Omodayo-Owotuga became effective on Wednesday, May 13, 2026.

He was appointed to the board of the subsidiary of First Holdco Plc to further strengthen its leadership capacity across strategic finance, governance, risk management, and institutional transformation.

Before now, he served on the board of First Holdco as a non-executive director between 2021 and 2026.

The appointee brings to the board 24 years of experience spanning banking and financial services, infrastructure finance, power, oil & gas, and audit and consulting.

His appointment, according to the notice to the Nigerian Exchange (NGX) Limited, reflects the Bank’s continued commitment to strong governance, disciplined execution, financial resilience, and sustainable long-term growth.

He most recently served as deputy chief executive of Geregu Power Plc, Nigeria’s first listed power generation company, where he played a pivotal role in institutional transformation, governance strengthening, capital market positioning, operational optimisation, and major financing initiatives, including the company’s landmark listing on NGX.

Mr Omodayo-Owotuga previously served as group executive director, Finance & Risk Management at Forte Oil Plc (now Ardova Plc), where he was instrumental in the company’s financial and operational transformation, leading strategic restructuring, capital raising, treasury optimisation, enterprise risk management, and governance improvement initiatives that strengthened long-term shareholder value.

His professional career also includes roles at Africa Finance Corporation, Standard Chartered Bank, KPMG Professional Services and MBC International Bank (Now First Bank Nigeria Limited), providing him with deep experience in institutional finance, treasury management, financial controls, regulatory engagement, and corporate advisory.

Mr Omodayo-Owotuga is a CFA Charter Holder, KPMG-trained Accountant, and a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), the Chartered Institute of Taxation of Nigeria (CITN), and the Institute of Credit Administration. He is also a member of the Institute of Directors (IoD) Nigeria and a Certified Management Accountant.

He holds a Doctorate in Business Administration, a Master’s in Business Administration and a Bachelor’s degree in Accounting. He is an alumnus of Saïd Business School, University of Oxford, IE Business School, Geneva Business School, and the University of Lagos.

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