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ECOBANK. Proposed Acquisition of Oceanic Bank. Press Release & Conference Call




LOMÉ, 12 September 2011: Ecobank Transnational Inc. ("ETI"; NSE: ETI, GSE: ETI; BRVM: ETIT), the parent company of the pan-African banking group with a presence in 32 African countries, today announced further details in relation to the proposed acquisition of Oceanic Bank International plc (“Oceanic Bank”) (the “Acquisition”).
On 30 July 2011, Oceanic Bank and ETI signed a Transaction Implementation Agreement in relation to the Acquisition and recapitalisation of Oceanic Bank. It is envisaged that after the Acquisition ETI will merge Oceanic Bank with Ecobank Nigeria plc (“Ecobank Nigeria”). Following the intended merger of Oceanic Bank and Ecobank Nigeria, the Acquisition will create a leading financial services institution in Nigeria with strong market share in all metrics and a powerful distribution network. Further, it allows both Oceanic Bank and ETI shareholders to participate in the enlarged institution and the value creation that will result.
Rationale for the Acquisition:

 The Acquisition will result in a number of key benefits for the shareholders of both ETI and Oceanic Bank, as well as for Nigerian financial services in general. These benefits include:
·         Creation of a leading distribution network across all states of Nigeria with over 600 branches and 1,450 ATMs

·         Achieving ETI’s strategic goal of increasing market share in Nigeria. The combined entity will be Top 5 (by assets), Top 4 (by deposits) and Top 2 (by branch network)

·         Providing ETI with an exposure to Nigeria that better reflects the size of Nigeria’s economy relative to other African markets

·         A complementary fit by combining Oceanic Bank’s strong retail customer base and public sector banking platform with Ecobank Nigeria’s strength in multi-nationals and local corporate clients

·         Significant synergies are expected through leveraging economies of scale in procurement, infrastructure and funding costs

·         Ability to fund larger transactions and apply best practices across the group

·         Enable efficient utilization of Ecobank Nigeria’s excess capital

·         Ownership participation for Oceanic Bank shareholders in the leading independent pan-African banking group with over 3.4 million customers and a presence in 32 African countries
Arnold Ekpe, Group Chief Executive Officer, commented: “Oceanic Bank is highly complementary with our business and growth strategy in Nigeria. The Transaction creates the second largest distribution platform in Nigeria with over 600 branches and 1,450 ATMs. By combining Oceanic Bank’s retail customer base and strong public sector franchise with Ecobank’s multinational and local corporate clients, we will create a leading full service financial institution and consolidate Ecobank’s position as a market leader in Nigeria.” Mr Ekpe, further remarked: “I am confident that the proposed acquisition will create significant shareholder value. I invite the shareholders of Oceanic Bank to participate in the exciting future of the leading independent pan-African banking group with a combined total of over 7.4 million customers and a presence in 32 African countries.
Structure of the Acquisition:
 The Acquisition will be executed through a Scheme of Arrangement, the essential details of which are as follows:
·         AMCON will invest a Financial Accommodation Amount (“FAA”) to restore the net asset value of Oceanic Bank to zero and in exchange shall be issued ordinary shares of Oceanic Bank through a private placement

·         Following injection of the FAA, ETI will acquire 100% of the outstanding ordinary share capital of Oceanic Bank

·         Consideration for 100% of Oceanic Bank will by way of a mixture of new ETI ordinary shares and new ETI preference shares
It is envisaged that after the Acquisition ETI will merge Oceanic Bank with Ecobank Nigeria. Following the merger, the combined entity is planned to have a minimum CAR of 16%.
Approvals and timetable
 The CBN has granted Oceanic Bank and ETI its “No Objection” approval to enter into the Scheme of Arrangement. The Scheme of Arrangement has also received the SEC’s approval-in-principle. A general meeting of Oceanic Bank shareholders has been called for 27 September 2011 to approve the Scheme of Arrangement. Following shareholder approval, the Acquisition is expected to be completed by 5 October 2011.
 Following completion of the Acquisition, ETI plans to recapitalize Oceanic Bank and merge it with Ecobank Nigeria. This proposed recapitalization and restructuring would be subject to regulatory and shareholder approvals. While the process will commence immediately following the Acquisition it is expected to take up to three years to fully integrate the businesses.
 Risk mitigation
ETI has conducted extensive due diligence in relation to the Acquisition and is confident that it is in the best interests of all parties. ETI has extensive acquisition experience, having completed 12 acquisitions in 10 countries across Africa over the last 10 years, including three in Nigeria, which underscores its ability to seamlessly integrate Oceanic Bank into the ETI network, fully realising expected synergies.
For further information, please contact: Ecobank Group Investor Relations
David Ellis
Group Manager, Investor Relations
Cell: +44 771 413 6523
Ato Arku
Group Officer, Investor Relations
DD: +228 221 0303
Cell: +228 84 557 32
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