How SCIL acquired Polaris Bank – CBN

January 4, 2023

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The Central Bank of Nigeria (CBN) on Wednesday explained in details how Strategic Capital Investment Limited (SCIL) acquired 100% equity and became new core investor in Polaris Bank.

In a statement signed by its Director, Corporate Communications, Osita Nwanisobi, CBN said following evaluation, the promoters of the strategic purpose vehicle, SCIL, emerged as the preferred purchaser, having presented the most comprehensive technical/financial purchase proposal and the highest-rated growth plans for Polaris Bank.

“In addition to passing all fitness and propriety tests, the promoters also made the highest financial offer for the bank, which was significantly above its core valuation and reserve price. SCIL’s binding offer involved an immediate upfront consideration of N50 billion and full responsibility for the debt of N1.305 trillion owed to AMCON, essentially a total purchase consideration of N1.355 trillion.

The offer, the regulatory body said was the most competitive and provided taxpayers and the Federal Government with more than full recovery of its intervention cost, adding that by the sale, the CBN and Federal Government achieved a successful, value-driven resolution of a strategic financial institution.

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It noted that at no time did any other party make a higher purchase offer.

“Fairview Acquisition Partners had indicated an interest in acquiring two banks, including Polaris Bank, for a total sum of N1.2 trillion, an indicative offer which significantly discounted the existing N1.305 trillion debt owed by Polaris Bank to AMCON and so represented a material loss to the Federal Government.

“Notwithstanding, along with 24 other parties, Fairview Acquisition Partners was invited by the financial advisors to participate in the sale process via the execution of a Non-Disclosure Agreement (NDA), the first stage of the process. The financial advisors informed the Committee that Fairview Acquisition Partners neither executed nor returned the NDA despite verbally confirming receipt of the agreement and after follow-up from the financial advisors.
“Therefore, Fairview Acquisition Partners did not take the opportunity to update their offer by participating in the divestment process and thus did not make a binding purchase offer for Polaris Bank.
CBN said the divestment in Polaris Bank was executed based on the relevant laws, global best practices for bank resolutions, and requisite regulatory approvals. “The Committee, along with its legal and financial advisers, conducted a rigorous technical and financial evaluation of the purchase proposals, assessing promoters’ fitness and propriety, offer price received vs. reserve price, funding structure and financial capacity, strategy and growth plans, amongst others”, it stated.