Takeover / Merger between First Merchant Bank and International Commercial Bank

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The Competition and Fair Trading Commission received an application from First Merchant Bank Limited (FMB) for authorization of a proposed acquisition of 100% shareholding in International Commercial Bank Limited (ICB Malawi) by FMB from ICB Financial Group Holdings AG, a holding company based in Switzerland whose business extends to banking services.

The transaction was part the whole transaction in which ICB Financial Group Holdings agreed to sell FMB, shares in its subsidiary companies present in Malawi, Zambia and Mozambique. The subsidiaries included ICB Malawi, ICB Mozambique and ICB Zambia respectively.

According to the information submitted by the parties, ICB Malawi did not meet the minimum regulatory capital and other liquidity requirements, meant to safeguard customers. The motive of FMB in acquiring ICB was not because of the viability of the business in Malawi but because it was part of the transaction in the two countries where FMB would like to open its operations through the acquisition.

Following consultation with relevant parties in market and final assessment of the same, it was found that the acquisition of ICB by FMB will protect depositors who would have suffered if the company had liquidated due to capitalization problems. Likewise, given the size of the banking market and the number of banks serving it, consolidation of banks will strengthen the industry for the benefit of the banking public. The transaction will, therefore, not substantially lessen competition in the banking industry in Malawi.

Accordingly, the Commission authorised the acquisition of 100% shares of ICB Financial Group Holdings in ICB by FMB.