ABSTRACT

Merger and acquisition as stated in study must be seen as an available means of saving companies from serious financial distress or liquidation, in that it provides such business with new management and better access to financial resources. Merger and acquisition enable the acquiring company to spread its risk, while still maintaining the firm's rate of return. We have had problems of collapse in financial institution in Nigeria and also lack of confidence in the financial institution by bank depositors. As it is known that capital has became a contemporary problem which requires proper investigation, so in order to be in a safe position the government must put in place a proper investigation, of desirability or otherwise of the minimum requirements in banking viability, as viability is the major factor been adduced for the large increase in minimum capital requirement. In the process of merger and acquisition, the shareholders of the acquired company should be considered and merger should not tend towards monopoly.

To this end, merger and acquisition should be embraced and practiced in totality in Nigeria.

CHAPTER ONE

INTRODUCTION

1.1    BACKGROUND OF THE STUDY

One of the interesting area worth of study in finance is Merger and Acquisition. A corporate structural change. It is an important strategic decision by the management of any organization merger and acquisition are recognized as one of the ways of addressing bank dwindling performance.

A merger or acquisition is a combination of two or more companies in which all but one of the combining companies leases to exist and the serving company continues to operate in its original name, usually the acquiring company. Where the acquisition is not with the consent of the management of the acquires. It is referred to as a take over which can be protracted and hostile on the other hand an amalgamation or consolidation involves the combination of all or a portion of the asset and liabilities of two or more business unit or companies to form of new company, with all the combining companies dissolves while their operations are taken over by the new company. In a consolidation, the combining companies are usually of similar size.

Merger and Acquisition started in Nigeria at the dawn of the twentieth century the acquisition of the asset and liabilities of the first bank organization in Nigeria (African Banking Consortion - ABC) in 1984 by the British Bank of west Africa­ BBWA now call First Bank Nigeria Plc can be said to be one of the earliest merger/acquisition exercise in Nigeria.

A kind of "in-house merger' between prudent finance houses took place in 1990 with little or no publicity. It was not until 1996 before then country witnessed what can be called full­-edge acquisition of one bank by another one. This was the 100% acquisition of Magnum Trust Bank Limited by (GTB Plc) Guarantee Trust Bank. This was followed by other acquisition including those of Equity Bank Limited (NIMBL) Merchant Bank of Commerce Limited now known as Continental Trust Bank Plc by Bank Guarantee Limited all in the same year ( 1996).

The above development was a good omen, as it helps to reduce the number of distressed and failed bank at the time. It is heart warming to note that the government and monetary authorities in the country are currently showing goods example in this interesting area of finance. (Merger and acquisition).

It is of note that merger, acquisition and takeovers have become major strategic option in the Nigeria corporate environment in need years as a response to the economic reform programme empowerment and develop strategy (Needs). Even though in as have been taking place in Nigeria in the past the spate rose only in 2005.

The immediate trigger was the directive given by the CBN the banking industry for each bank to increase its shareholders capital N25 billion by December 31st 2005 considering the huge burden of raising such funds from the capital market by the existence of some banks. So may choose the merger and acquisition option. All over the world mergers and acquisition have continued to commend considerable appeal as a strategic option for seeking corporate transformation and growth.

According to the financial terms, in just the first five week of 2005, ego More than 150 of merger and acquisition deal were announced in the United States the popularity of merger and acquisition was confirmed by an accentor was 2005 which found that 70 percent of the sampled executive in larger companies worldwide were either undertaking mergers and acquisition transactions at the time of the surveyor planned to do so with the year.

The observed popularity of merger & acquisition in the business world is however not necessarily replicated. In Nigeria the Central Bank of Nigeria's banking sector consolidation and reform programme recently reduced the number of commercial Banks in the country from 89-25 and generated a major fluming of merger and acquisition in an industry, The first of its types in the nation's corporate history.

Also, the Federal and State Government's Programmes of privatization of government owned enterprises has in recent years stimulated substantial acquisition transaction involving private investors as buyer and government as the sellers of industrial asset the early 1970's was similarly an era of frenetic acquisition resulting from the Nigeria enterprises promotion Act of 1973 which limited or exclude foreign participation in certain sectors of the economy and compelled the investors to sell affected investment to Nigeria outside government inspired policy and statutory development such as these mergers and acquisitions are yet to be widely embraced in corporate Nigeria as a routine yet significant options for strategic re-engineering's and business growth.

However as the economy undergoes transformation and the private sector becomes the main engine of its growth. These vibrant routes to business diversification and market consolidation will acquire steadily soaring significance in the Nigeria business scene.

The essence of thus present study therefore is to investigate into the impact of merger and acquisition on investigate into the impact of merger and acquisition on bank growth and effectiveness in Nigeria.

1.2    STATEMENT OF PROBLEMS

The Nigeria banking system has undergoes remarkable changes over the year in terms of the number of institutions, ownership structure as well as depth and breath of operations. The changes have been influenced largely by challenges posed by deregulation of financial sector, which involves freeing of interest, lifting of credit calling and the introduction of open market operation and licensing of new banks.

Moreover in the face of various economic reforms economic globalization of operations technological innovation introduction of universal banking system adoption of international standard which implies the absence of barrier in offering banking service, which will enhance competition in the financial service sector (Sam Ayininuola 1999).

Distress and crumbling management structure In corporate world are not limited to the banking sub-sector alone; they have also affected the other sector of the economy in fact the entire Nigeria economy is badly distressed.

A number of corporate organization that depends on imported goods have not been able to operate profitability for some years now due the problems created by the fall in the value of naira. The finance created is about the worst hit sector hence the debilitating distress.

1.3    OBJECTIVES OF STUDY

The principal objective of this study is to examine the impact of merger and acquisition on bank growth and effectiveness in Nigeria.

However in view of the gains of merger and acquisition, the specific objectives of this study are to:

(i)                          To evaluate the effects of merger and acquisition on bank

growth and development.

ii)      To identify the problems associated with merger and acquisition and the reasons for their failures.

iii)    Review the qualities of recent mergers and acquisition in the banking industries.

iv)     To point out the causes of banking distress and steps to prevent cases

v)      To show case the preference of merger and acquisition option to liquidation options.

1.4    RESEARCH QUESTIONS

The following research question can be raised about the study.

i)       What are the effects of merger and acquisition on bank growth and development?

ii)      What are the main causes of the distress on liquidation in banks?

iii)    Is merger and acquisition the best options to distress or liquidation?

iv)     What are the problems associated with merger & acquisition?

v)      What should government do to improve merger and acquisition?

1.5    HYPOTHESIS OF STUDY

The following hypotheses are formulated and will be tested in this study:

Ho:   Merger and acquisition is not effective in distress resolution in banking industry

Hi:    Merger and acquisition is effectives in distress resolution in banking industry

1.6    SCOPE AND LIMITATION OF STUDY

The scope of this study will focus on the recent mergers and acquisition that have recently occurred in Nigeria banking system due to the banking reforms in Nigeria. The study will focus on union bank which Union Bank, Union Merchant Bank, Universal Trust Bank and broad bank. The limitations of the study are time financial constraints suggested with by the researcher.

1.7    SIGNIFICANCE OF THE STUDY

It is important to know that research works are generally carried out to find solutions to existing and anticipated problems in a particular environment. The problem of bank distress and failure has been clamoring for solution. It has been noticed that Nigeria banks have not kept standard with other banks of the world e.g. The largest bank in Nigeria has a capital base of about 240m US dollars, which is for the smallest bank in Malaysia (Business day July 2004). This is the case of Nigerian Banks with shorter life and mismatching of investment. It is because of these problems that this study is aimed at appraising the significance of pulling resources together through "merger and acquisition" as a way of eliminating bank failure.

This study will also encourage a number of bank and organizations to consider merger and acquisitions option instead of following liquidation to swallow them. Consequently the financial sector regulating authorities will learn a great deal form the conclusion and recommendation that would be preferred in this study.

1.8    METHODOLOGY OF THE STUDY

This study will rely on both primary and secondary data's. The primary data will be collected through questionnaires, while the secondary data will be gathered from, journals, reports magazines and literature reviews.

In the course of carrying out this research study the methodology that will be used is the chi-square statistical analysis, because of this method want to apply I will like to see the use of primary data i.e. through study, because I feel primary data is most suitable for this study and it underline merger and acquisitions.



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