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CHAPTER ONE

INTRODUCTION

1.1   BACKGROUND OF THE STUDY

A business combination takes place when two or more business organization come together to form a single economic unit. Business combinations; could take the form of merger and acquisition where two or more previously autonomous concerns come together under common control, there is a formation of a new company, which acquires the (assets and possible the liabilities) of  two or existing  business.

Merger and acquisition are the fastest ways for a business to dramatically change its position in the market place (i.e.  acquisition of a wide market area). Either transaction can alter the fundamental dynamics of an  organization almost  over night by changing the scope or breath of products services the business  renders as well as the model under which it competes.

When the board of directors of two companies agrees to come together  (amalgamate) in the interest of both mergers  is the   right term. On the other hand, a company wanting to gain control of the another business whose board not recommend the change is said to be attempting to take over the company. Acquisition may be defined as an act of acquiring effective control by one company over an asset management of another company without any combination of companies when management of acquiring company target company  mutually and willingly agree for the takeover, its called acquisition of friendly takeover embrace the practice of merger and acquisition in the years to come.

This is so because the promulgation of the Nigerian investment promotion commission decree of 1995, which gave foreigners and foreign companies unfettered access to own up to 100% in Nigerian companies and  bank. This decree repeated the exchange control act of  1962 and Nigerian enterprises promotion decree of 1988, which used to choke foreign investment interests. The old ratio of 60% to Nigerians and 40% to foreigner stipulated by Nigerian enterprises promotion  act by 1988 changed. Armed with the new investment promotion commission decree of 1995, foreign stakeholders in Nigerian companies  quoted and unquoted have been scheming and maneuvering  to exchange their  status  for the  better.

The statistics from securities and exchange commission shows that the share of foreign shareholding in Nigeria quoted companies increased from 25.14% in 1994 to 25.25% in 1995. The wholly owned Nigerian Breweries Plc acquired Schweppers Nigeria Limited in 1995. In all these, the glaring fact about mergers and acquisition in Nigeria is that it is, at the moment dominated by companies that have common foreign affiliation. It appears the common affiliation enable them to reach easier agreements. On the other hand with the deregulation of the foreign exchange policy of government, more companies are expected to enter merger and acquisition.

1.2    STATEMENT OF RESEARCH PROBLEM  

In a lecture deliver to a special committee of bankers by professor Charles Soludo on July 6th 2004 titles “consolidating the 21st century, says  the Nigeria is the most populous black nation with the estimate population of 137 million and she is one of the oil producing countries  in the world. However, Nigeria economy still does not have infrastructure, to support large economic activities. The banking sectors has been criticized for:

-  High leading  rate

-  Sharp practice  in the forex market

-  Low capital base 

- Most  banks make profit through unethical means which is  their core banking business.

It is in the view of this, the verdict of professor Charles Soludo, Governor of Central Bank of Nigeria  on 6th  of  July  2004 that all Nigeria bank  are to beef   up their  capital base  from N2 billion to N25 billion by the December 2005 will definitely help in this regard.

The banking system however has continued  to be  characterized by a number of structural problems some   of which include:

- Low capital base: the average capital base of Nigeria banks is us and 10 million, which is very low compared to that of banks  in other  developing countries similarly the aggregate capitalization of Nigerian banking system was N2.67 billion a t the end of December 2003 is grossly  low relative to  the size of the Nigeria economy.

- A large number of  small banks with relatively few branches dominated by a few bank out  of 89 banks as at December 2003, bank controlled 50.10% of the  aggregate assets; 51.49% total deposit liabilities ands 43.27%  of the aggregate credit.

- Weak corporate governance

- Insolvency

- Over-dependence on public sector deposit and  foreign  exchange trading.

- The neglect of small and medium scale private savers. The  implication is that its  financial intermediate function  has become impaired while depositors confidence has materially wanted. It was on the basis of this concerns that the CBN Governor concerned a  special meeting on the July 16th 2004 to unfold a reform packages for the resuscitation of the Nigerian  banking system.

- The present situation in Nigerian economy makes it mandatory for the pooling together of resources in order to avoid all problems mentioned above. Merger and acquisition are valuable way to harness the synergies of similar organization.

1.3   OBJECTIVES OF  THE STUDY

The aim of this research work is to bring to light the comparative analysis of merger and acquisition in Nigeria banking sector.

- To show the benefit of merger and acquisition on Nigeria’s economic development.

- To investigate the  performance of bank  prior  and after merger  and acquisition.

- To investigate into problems faced by banks in mergers and acquisition.

- To investigate into Nigeria’s actual experience during merger and acquisition.                           

- To investigate ways in which  merger and acquisitions could  be attractive to the Nigeria companies.     

1.4     RESEARCH QUESTIONS

- What benefit has been achieve in terms of economic development in Nigeria under merger and acquisition?

- How have banks that go into merger and acquisition preformed prior and after merger and acquisition?

- How has the quality of financial products  available to customers been after the mergers and acquisition?

- What are  ways to  make merger and acquisitions  more attractive to Nigerian companies?

- What are the problems militating against merge and acquisition is Nigeria?

1.5  SCOPE OF  THE STUDY

The study on comparative analysis of  merger  and acquisition in  Nigerian banking sector will be  carried out within the scope of platinum bank Nigeria limited and Habib bank international (Bank PHB) prior from 2003  to 2005 and 2005 to 2007. Hence, information   data  will apply mainly to the organization fixed assets and liability.

1.6   SIGNIFICANCE OF THE STUDY

In this study  those that will benefit mainly are they:

i.  Banks: the study intends to  come up with  the means  of survival, growth  for this present and future bank  in Nigeria by creating awareness of the research vice seminars,  workshop and symposia.

ii. General public: the knowledge of merger and acquisition and other business combination in the business community as a way out of financial distress will enhance the  nations  economic development in time of economic downturn and  recommendation made will be of immense importance to the bank under study.

iii. Shareholders: the shareholders will also gain from this consolidation exercise through effective allocation of resources, which would equally increase their dividends and risk reduction arising from improved management.

1.7   HISTORICAL BACKGROUND OF THE  STUDY

The board of director of platinum Bank Plc had been in discussion and negotiation with the directors of  Habib Nigeria Bank Plc on the   proposal  to merger the banks incompliance with the  central bank directives that all Nigerian banks most raise their shareholders funds to N25 billion by the 31st December 2005 as the deadline. The merger was effected through a scheme of merger (the scheme) under section 100 of the investment and securities Act (Isa) 2015.

Habib Nigerian bank was incorporated as a private limited company in Number 1982. The obtained banking license on March 7, 1983 and  commenced on 16th  may, 1983. The bank converted a limited liability company on September 20, 2003. it had 70 offices  (made up  64 branches and 6 cash offices) spread across the country. Platinum bank plc was incorporate  as a nationwide merchant  bank limited  on 9th February 1989 and. On 18th September, 1996, the bank stopped operation and was taken over by central bank of Nigeria as a going concern on August 3rd 2000 and thereafter changed its name to platinum bank  limited on 22  September, 2000 and commerce operation on 1st November 2000 as a full-pledge commercial bank.

During the merging process, it  was proposed that the entire assets, liabilities and undertaken including real  property and intellectual property rights of Habib be transferred to platinum Habib and that  entire  share capital of habib is canceled. Habib was then dissolved without winding up. Platinum upon the scheme becoming effective shall be renamed platinum habib bank plc.

The two bank that merged on 30th November, 2005 are both public limited liability companies. The two banks shall complimentary products and service line, as such the proposed merger should bring about significant efficiencies and an expanded product and customers range synergies resulting from the merger should ensure better return to all stakeholders, the merger will return  in a robust new fully  complaint with CBN’s new minimum capital  requirement of N25 billion.

1.8   DEFINITION OF TERMS

ABSORPTION: Is a combination of two or more companies into an excising company. All except one loss their identity in a merger through absorption.

CONSOLIDATION: is a combination of two or more company into a new company. In this form of merger all companies are legally dissolved and a new  entity is created. In a consolidation the acquired company   transfers it’s asset liabilities and shoes to the acquiring company for cash or exchange of share.

ACQUISITION: It has been defined as an act of acquiring effective control by one company over assets or management of another company without  any combination of companies.

TAKE OVER: Is defined as the acquisition of company sufficient share in other company.

AMALGAMATION: Tow or more companies or organization coming into another one firms exceeds that of its previously separated firm.

CAPITAL: the total value of resources that is invested or is  used to start the business.

FOREX: The buying and selling of foreign currency

REGULATION: An official rule made by the  government or some other authority.                                       

REGULATIONS BODIES: Bodies having a power to control  an area of business or industry and make sure that it is operation fairly.        

MERGER: Merger is the coming together of or more companies under a single head or management. 

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