Is Uganda’s economy ripe for mergers?

For nearly a decade, there have been several corporate acquisitions, leaving behind trail of tears on some faces and for others, signaling a new dawn. Acquisitions are more aggressive than mergers due to power imbalances between the negotiating parties. 

Prosper Magazine has also since established that it is rare for two companies of generally equal standing to consent to merge.Even then, acquisition which simply entails taking over of a company by another company, is absolutely necessary on many fronts, considering its purpose, including and not limited to, injecting the much needed capital into the acquired company.

On the other hand, for a merger to happen - combining with another company and operating as a single legal entity, the two parties should be typically equal in terms of both size and scale of operations. With this combination, the two (mergers) can then easily take advantage of economies of scale, reduce competition, and gain access to a bigger market and customer base.

Uganda’s financial landscape
Since 2015, cases of mergers and acquisition have become more conspicuous than ever. Since then the economy has seen 8 Miles, a private equity firm headquartered in London focusing exclusively on making investments in African businesses acquired a 42 per cent stake in Orient bank Uganda which has since rebranded to I&M Bank Uganda. The objective of the acquisition deal was to turn around the fortunes of the bank.

Two years later, Crane Bank was acquired by DFCU Bank on the grounds that it was under-capitalised, according sector regulator, Bank of Uganda (BoU). 
In the same era, Prudential Plc announced it had bought insurance firm Goldstar’s Life Assurance franchise, promising to turn it into a market leader in life insurance in the country.

Then Old Mutual finalised the acquisition of the majority stake in UAP Holdings, the owners of UAP insurance, pushing its stake to 66.7 per cent. Old Mutual, which is originally South African, is listed on the London and Johannesburg stock exchanges. It also took over UAP businesses in Tanzania, Kenya, and Rwanda.
But for nearly a decade, there hasn’t been any serious development in terms of mergers as opposed to multiple cases of acquisitions across the economic sectors.

Is Uganda’s economy truly ripe for mergers despite some positive indicators?  
For example, in the banking sector there are 24 commercial banks all under supervision of Bank of Uganda. These banks command more than 11,000 banking agents countrywide.

As at end of June 2020, according to the Deposit Protection Fund (DPF) - charged with protecting customers’ deposits across regulated banks, bank accounts across all financial institutions grew to 17 million. Since June 2016, the number of bank accounts have increased from 6 million, before jumping to 9.3 million accounts in June 2017 and 11.9million in 2018.

In 2019, it rose to 13.8 million accounts and in 2020 there has been a 20 per cent growth. Currently, according to Uganda Bankers Association, the total accounts are in the range of 23 million. 
Out of the 25 commercial banks, about five or even one efficient bank can manage the 17 million accounts with little or no qualms at all.

 As for the insurance sector, there are a total 139 industry players plying across the value chain. The players include two, reinsurers, 20 non-life insurers, eight life insurers, five micro insures, two Health Membership Organisations (HMOs), four reinsurance brokers and 50 insurance brokers.

The others are 19 bancassurance agents, nine loss assessors, three loss adjustors, four loss assessor and loss Adjustors, five loss assessors and risk advisors, five loss adjustors and risk advisors, two risk advisors, loss adjustor and loss assessors and one risk advisor, altogether bringing the total number of industry players to 139. Note that all the companies and the players involved are serving insurance sector penetration of barely 1 per cent. 

To grow the insurance sector, insurance companies will have to consider mergers and acquisitions, according to the chief executive officer, Insurance Regulatory Authority (IRA), Mr Ibrahim Kaddunabbi Lubega.

“Mergers and acquisitions can ensure sustainability in the insurance industry. Just five insurance companies in some segment of the industry contribute more than 60 per cent of businesses which is done in the entire country.

When you look at the other 10, they are contributing 17 percent of the business which means that if the 10 companies merge into one, they will still contribute only 17 percent of the business. There is a lot of duplication. We, therefore, believe that when these companies consider mergers or acquiring each other or even partnering they will do business with better capacity,” he said.

Assessing readiness for mergers
When contacted, the director research and policy at Bank of Uganda, Dr Adam Mugume, said despite the size and reach of some banks, they ticked all boxes needed by the Central Bank to operate as single entities in the country. 
He said: “Although the banking sector has small banks, they all meet regulatory capital requirements and those that were challenged with meeting the revised paid-up capital have put in measures to raise the required capital by June 2024.

“Mergers could increase concentration which could improve the banking system stability via profitability. But higher levels of concentration, make the banking system more fragile and endangers financial stability,” Mugume said.

When large banks become ‘too big to fail’ these financial institutions may take greater risks, and their very size and complexity may make them more difficult to oversee, thus making the financial sector vulnerable. Merging could also reduce competition and yet more competition lowers the probability of suffering a systemic banking crisis,” Dr Mugume told Prosper Magazine last week.

Role of regulator
Dr Mugume does not believe that central bank should regulate or encourage mergers. 
“A banking system regulator should set prudential rules for the market to follow rather than dictate whether to merge or not. By a regulator forcing merging, it could have a destabilising effect on the banking system by increasing bank sector vulnerability.

“If the regulator was to encourage bank mergers resulting in a failure of one bank, this might affect the financial health of other banks that are counterparties of the failing institution. Interbank contagion and loss of public confidence can quickly snowball into panic runs on otherwise healthy banks, which may bring down the entire banking system,” argues Dr Mugume.

He continued: “It may damage the financial condition of other financial institutions and may impair the operations of the financial markets, payment and securities transfer systems. So, the failure of one or more individual banks may have effects that extend beyond the financial scope of their operations. Having several well-capitalised banks solves these problems.”

Market dynamics
For Mr Corti Paul Lakuma, a senior research fellow and head of the macroeconomics department at EPRC, in a mixed market like Uganda’s, mergers cannot be forced on private institutions.

“The decision has to come from shareholders with permission and consent from regulators. That said, regulations allowing mergers will enhance the market share of industry players and facilitate better services by players,” he says, adding, “The banking industry has gone through a technological revolution, which requires healthy profits to support investments. Healthy profits are funded through a sizable market share.

“The small market share of banks may also explain why their products are expensive. Small margins suggest little room to cover the operational cost. However, mergers are not a silver bullet. Mergers could also concentrate the sector. A concentrated sector could lead to high prices through collusion of players.”

As for Ms Naome Otiti, a research fellow at EPRC, mergers should be evaluated for their purpose, saying for financial sector she would be in favour of the one that deepens financial inclusion among those at the bottom of the pyramid.

Like researcher Otiti, Mr George Otim, the corporate finance expert at BDO, is wary about risk appetite that comes with mergers. Once, the commercial banks are reduced by half as result of mergers, then, “certain clients will not be served especially if their focus were low-end customers.”

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