NIGERIA Law and Practice Contributed by: Chiagozie Hilary-Nwokonko, Chukwuyere Ebere Izuogu and Priscilla Bidemi Ben-Okoh, Streamsowers & Köhn
notification is true and accurate to the best of their knowledge. Any false or misleading declaration may expose the representative to prosecution for perjury
other digital platforms, or by any other means deemed appropriate by the Commission. These consultations are intended to clarify jurisdictional issues as well as substantive and procedural matters. They may be scheduled through the FCCPC’s merger notification portal and, for confidentiality purposes, can be held on a “no-names” basis. However, consultations are generally more effective and offer clearer guidance to merging parties when the Commission is provided with complete and accurate information. 3.9 Requests for Information During the Review Process During the review process or while conducting its investigation, the FCCPC may undertake market test - ing of the notified transaction and request additional information from the notifying parties to enable it to proceed or conclude with its review. Such requests effectively suspend the review pending their resolution. 3.10 Accelerated Procedure Form 2 (Notice of Merger Simplified Procedure) allows for a simplified procedure if the merger parties assess the proposed merger and believe that the transaction is unlikely to impede market competition. Paragraph 21 (3) of the MRR empowers the FCCPC to approve a fast-track process for merger notifications upon request by the parties. This expedited process reduces the timeline for all relevant steps during the initial review by 40% unless a different timeframe is specified in the applicable notice. It is important to note that this reduction applies only where the FCCPC has not already published a specific review period and is subject to any issues that may arise during the pre - scribed review period. For foreign-to-foreign mergers with a Nigerian nexus, the Foreign-to-Foreign Merger Guidelines provide an expedited procedure under which the Commission is required to conclude its review and issue a decision within 15 business days, following the payment of a processing fee of NGN10 million. The FCCPC gener - ally adheres to this 15-day timeline, except where the notification is deficient or other substantive or proce - dural issues are identified.
under applicable law. 3.7 Review Process
Subject to the provisions of the MRG and Section 95 of the FCCPA, the merger review consists of two phases. For small mergers, the FCCPA requires the FCCPC’s review to be concluded within 20 business days (extendable by 40 days) of satisfactory merger notification. The period may be extended by up to an additional 15 business days if the merger raises initial competition concerns and the parties propose acceptable remedies, but the need for a Phase Two review is not anticipated. For large mergers, Section 97 of the FCCPA limits the period of review to 60 business days, which is extendable by an additional 60 business days. This period may be extended by up to a further 30 business days if the merger raises initial competition concerns, but the need for a Phase Two review is not expected. For most cases where no material competition con - cerns arise, the FCCPC will seek to complete the first detailed review within 45 business days. Generally, a Phase One review will conclude within the statu - tory timeframes. Under Regulation 19 of the MRR, the FCCPC utilises the statutory extensions in two ways: • first, to fulfil the proposed remedies’ objective, where they are acceptable; and • second, to undertake the Phase Two review. 3.8 Pre-Notification Discussions With Authorities The MRG suggest that the pre-notification phase of a merger review is crucial, and the FCCPC encour - ages merging parties to discuss a proposed merger informally and confidentially before submitting a noti - fication, typically at least two weeks before the sub - mission of a formal notification is contemplated. This allows both the FCCPC and the merging parties to discuss legal issues, prepare for investigations and identify potential competition concerns early on. Consultations with the FCCPC may be conducted in person, by telephone, via videoconference, through
460 CHAMBERS.COM
Powered by FlippingBook