CHAPTER
ONE

INTRODUCTION

1.1       Background to the Study

A sound and competent banking sector is
essential for a stable macroeconomic environment, therefore, the importance of commercial
banks in a country cannot be overemphasized, because they occupy key positions
in a country’s financial system and are essential agents that would lead to the
growth of any economy (Oloye & Osuma, 2015). Commercial banks also act as
the agents of financial intermediation within a country by moving funds between
the surplus and the deficit sectors within an economy and they facilitate the
implementation of monetary policies.

Banks mobilize and facilitate the efficient
allocation of national savings, thereby increasing the quantum of investments
and hence national output (Afolabi, 2004). Through financial intermediation;
banks facilitate capital formation (investment) and promote economic growth
(Olagunju &Adebayo, 2012). Prequel to the above statements, commercial banks
have experienced a lot of banking hardship, especiallybetween the decade
(1993-2003) which was tagged the era of bank distress which became a source of
concern not only to the regulatory bodies (Central Bank of Nigeria, Nigeria Deposit
Insurance Commission etc.) but also to the general public and the policy
analyst. Therefore, there was a need for the overhaul of the Nigerian banking
sector in order to restorethe already dying confidence of the general public
and other foreign investors who could not sleep with their two eyes closed as a
result of the weak financial system that Nigeria operated.

The Central Bank of Nigeria (CBN) as a
regulatory body came up with the recapitalization and consolidation exercise in
the banking industry under the leadership of the then governor of CBN Professor
Charles Soludo who called on banks to increase their paid-up capital through
public offers or corporate restructuring exercise (mergers and acquisition)
with the view of eradicating the expansion bottlenecks, volatility between the deposit
and lending rates and some other constraints faced by the banks. This made some
of the commercial banks to consider Merger and Acquisition as a survival
strategy. This reform was announced by Professor Chukwuma Soludo on July 6th
2004 that the Nigerian commercial banks should beef up their minimum capital
base from N2billion to N25 billion on or before 31st December 2005, with the
major objective of creating a sound and a more secure banking system which will
strengthen our financial system that depositors can trust. This will enhance
the operational capital base of the Nigerian banks. A total of 89 commercial
banks were in existence in Nigeria before the announcement in 2004. According
to CBN report, 25 banks emerged at the end of the consolidationexercise from
the previous 89 banks, while 14 banks liquidated. The 14 banks under
liquidation include: Fortune Bank, Gulf Bank, Liberty Bank, Triumph Bank,
Metropolitan Bank, Trade Bank, Afex Bank, City Express Bank, Eagle Bank, Societe
Generale Bank of Nigeria, Assurance Bank, All State Trust Bank, Hallmark Bank
and Lead Bank. The number of banks further declined to 24 in 2007 following the
market induced merger of IBTC Chartered Bank PLC with Stanbic Bank Ltd.

Merger and acquisition as a means of
corporate restructuringexercise have been known to provide some forms of
economicand financial benefits such as; economies of scale,
riskdiversification, ability to compete locally and internationally with other
banks (John &Acha, 2012).

1.2       Statement of Problem

A strong and virile economy depends to a
very large extent on a robust, stable and reliable financial system,
particularly the banking sector. With the successful recapitalization
exercise,commercial banks in Nigeria were expected to be virile and optimally
efficient. But how far theexercise has made commercial banks in Nigeria to be
virile, sound, strong and efficient so as to maximise their contribution to the
growth of the economy is not very clear.It is in the light of the above that
this study seeks to evaluate the effects of mergers and acquisitions on the
growth banks in Nigeria.

1.3       Research Questions

            Based
on the problems identified above, the following research questions were raised
for the study;

i.                   
Is
there any significant difference between Nigerian banks’ capital adequacy
before and after merger or acquisition?

ii.                 
Is
there any significant difference between Nigerian banks’ return on performing
loan before and after merger or acquisition?

iii.               
Is
there any significant difference between Nigerian banks’ return on assets
before and after merger or acquisition?

1.4       Objectives of the Study

The broad objective of this study is to
examine the effect of mergers and acquisitions on the growth of Nigerian banks.
However, the following specific objectives were raised;

i.                   
Examine
whether there is a difference between banks’ capital adequacy management before
and post-merger.

ii.                 
Determine
the difference in pre and post-merger return on performing loans of banks.

iii.               
Determine
if there is a significant difference in banks’ return on asset pre-merger and
post-merger.

1.5       Hypotheses of the Study

For the purpose of this study, the
following null hypotheses were raised;

H01: There is no significant
difference between Nigerian banks’ capital adequacy management before and after
merger or acquisition

H02: There is no significant
difference between banks pre and post-merger return on performing loans.

H03: There is no significant
difference between banks pre and post-merger return on assets.          

1.6       Justification of Study

Quite
a number of research have been carried out in relation to this topic such as
Oloye and Osuwa (2015) who thoroughly examined the impact of mergers and
acquisition on the performance of Nigerian banks. In the same vein, many other
authors have reviewed similar subjects. This research however seeks to examine
deeply the effect of mergers and acquisitions on the performance of commercial
banks.The outcome of this study could be beneficial to managers, investors,
entrepreneurs and other stakeholders in the Nigerian banking system as it will
help to understand and see the importance of synergy which will lead to the
better performance of the banks involved and the Nigerian banking system as a
whole.

1.7       Scope of the Study

Numerous mergers and acquisitions of
banks have taken place since the inception of banking in Nigeria in the year
1896. The most of the mergers and acquisition activities took place in the year
2004-2005 when the Federal Government of Nigeria through the Central Bank of
Nigeria enforced a minimum capital base of ₦25Billion on commercial banks
operating in Nigeria. However, due to the distance in time, the mergers and
acquisitions that occurred in that time will not be considered but latter
M&A. For the purpose of this study, the acquisition and merger activities that
occurred between the years 2011-2015 were reviewed.

1.8       Definition of Terms

Mergers: A merger is said to occur when two or
more companies combine into one company.

There are two forms of merger; Merger
through absorption is a combination of two or more companies into an existing
company whereby only one company retains its identity and the rest loses theirs
while merger through consolidation is a combination of two or more companies to
form a new one. In this type of merger all companies are legally dissolved and
a new entity is formed. In a consolidation, the acquired company transfers its
assets, liabilities and shares to the new company.

Acquisition: Acquisition may be defined as an act of
acquiring effective control over asset or management of a company by another
company without any combination of businesses or companies. It is also defined as
the process of taking a controlling interest in a business (Dictionary of
Finance and Banking).

Takeover: A takeover can be said to be an acquisition.
A takeover occurs when the acquiring firm takes over the control of the target
firm. In some case it can be said to be an assumption of control of a corporation
achieved by buying a majority of its shares (Encarta dictionary), a takeover
can also be aconglomerate merger.

Corporate
restructuring: Corporate
restructuring can also be termed business combination and it includes merger
and acquisition (M&A), amalgamation, takeover, leveraged buyouts, capital reorganization,
sale of business units and assets etc.

Return
on asset: Statistic
calculated by dividing a company’s annual earnings by its total assets. It indicates
how profitable a company is relative to its total assets (Encarta dictionary).

Return
on equity: The return on
equity is net profit after tax divided by shareholders’ equity which isgiven by
net worth. This is the net income of an organization expressed as a percentage
of its equity capital, i.e. it indicates how well the firm has used the resource
for owners (shareholders).

Recapitalization: This is defined as the process of changing
the balance of the debt (leverage) and equity financing of a company without
changing the total amount of capital. Recapitalization is often required as
part of reorganization of a company under bankruptcy legislation.

Consolidation: Consolidation is a combination of two or
more companies 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 its assets, liabilities and shares to the new company for cash or
exchange of shares.

1.9       Plan of the Study

This study comprise chapters one to five.  The chapter one is the introduction which
entails the statement of problems, the objectives, the research questions as
well as the hypotheses of the study amongst others.  The second chapter is the relevant literature
to the study.  The theoretical, empirical
as well as the conceptual framework were examined in this chapter. The third
chapter, chapter three is the methodology in which the sample size and
technique were highlighted. In this chapter, the method of data collection and
analysis were indicated. The second to the last chapter, chapter four is the
data analysis, presentation and interpretation. Lastly, chapter five comprise
the summary, conclusion and recommendations of the study.

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