Merger Control 2026

NIGERIA Law and Practice Contributed by: Chiagozie Hilary-Nwokonko, Chukwuyere Ebere Izuogu and Priscilla Bidemi Ben-Okoh, Streamsowers & Köhn

In the communications sector, a failure to obtain the written consent of the NCC when transferring or assigning a communications licence is an offence under the Nigerian Communications (Enforcement Processes, etc) Regulations 2019. Convicted offend - ers are liable to a fine of NGN10 million and a further NGN500,000 per day, calculated from the effective date of the transfer or assignment as determined by the NCC and payable for as long as the contravention persists. The NCC may impose a maximum lump sum fee of NGN2 million on licensees with a turnover of less than NGN1 billion. Where a joint venture or change in shareholding structure in a communications licensee is implemented without first obtaining the consent of the NCC, the offending licensees are liable to a fine of NGN5 million and a further NGN500,000 per day, calculated from the effective date of the joint venture arrangement or change in shareholding structure, as determined by the NCC, and payable for as long as the contravention persists. However, the NCC normally publishes details of its enforcement activities regarding a failure to notify a qualifying merger in the communications sector. As far as is known, the FCCPC has not applied such a penalty in practice or made it public in any case. 2.3 Types of Transactions Paragraph 2.6 of the MRG states that the following transactions are subject to a merger review. • Acquisitions of property within Nigeria are covered by virtue of Section 92 (1) of the FCCPA, including (but not limited to): (a) shares in Nigerian companies, wherever the transaction is entered into, as the shares are domestically situated; (b) domestic businesses; (c) local intellectual property such as trade marks, patents and copyright; and (d) local plant and equipment. • Acquisitions of property, wherever situated, are covered by virtue of Sections 92 (1) and 2 (1)-(3) of the FCCPA if the acquirer: (a) is incorporated in Nigeria; (b) carries on business in Nigeria;

If the above points do not apply, acquisitions of a con - trolling interest (presumably shares in almost all cases) in a corporate body where that body has a controlling interest in a corporation are covered by Section 92 (1) of the FCCPA. According to the FCCPC, an internal restructuring within a group of companies does not constitute a relevant merger situation and is thus exempt from notification because it does not lead to control by an external party. In the communications sector, the following transac - tions are caught: • the acquisition of more than 10% of the shares of a communications licensee; • a transaction that results in a change of control of a communications licensee; and • a direct or indirect transfer or acquisition of an individual communications licence. 2.4 Definition of “Control” Neither the FCCPA nor the FCCPC defines what con - stitutes control for merger notification purposes. How - ever, Section 92 (2) of the FCCPA provides a list of situations where an undertaking may be determined to exercise control over the business of another under - taking. These situations are where an undertaking: • beneficially owns more than one-half of the issued share capital or assets of another undertaking; • is entitled to cast the majority of votes that may be cast at a general meeting of the company or can control the voting of the majority of those votes; • is able to appoint or veto the appointment of a majority of the directors of the undertaking; • is a holding company, and the company is a sub - sidiary of that company as contemplated under the Companies and Allied Matters Act; • in the case of an undertaking that is a trust, has the ability to control the majority of votes of the trus - tees, to appoint the majority of the trustees or can • materially influence the policy of the company in a manner comparable to a person who, in ordinary

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