Corporate M and A 2026

NIGERIA Trends and Developments Contributed by: Chinyerugo Ugoji, Tiwalola Osazuwa, Onyinyechi Chima and Edidiong Antai, ǼLEX

Consumer and fintech regulatory developments In September 2025, the FCCPC implemented the Dig - ital, Electronic, Online or Non-Traditional Consumer Lending Regulations 2025. These regulations formal - ise the licensing and operational standards for digital lenders and non-traditional credit providers, including fintech platforms offering microloans, “buy now, pay later” services and digital credit products. Under the new framework, providers must register with the FCCPC, disclose pricing and terms trans - parently, and maintain robust customer dispute reso - lution mechanisms, or face strict penalties for non- compliance. In practical M&A terms, prospective investors must verify the regulatory registration and compliance history of target fintech businesses, as any outstanding violations could affect deal valuation, risk allocation and integration planning. Furthermore, these requirements may influence the structuring of minority or controlling investments in digital lending platforms, with ongoing regulatory oversight expected to remain a key consideration for both domestic and cross-border investors. Conclusion M&A activity in Nigeria continues to reflect a dynamic interplay between market forces, strategic imperatives and regulatory developments. Across sectors, inves - tors have increasingly prioritised structured approach - es to deal-making, focusing on portfolio optimisation, operational scale and long-term value creation. Nige - rian-founded companies have also emerged as active cross-border acquirers, signalling growing regional and international ambitions.

At the same time, regulatory reforms across capital markets, taxation, data protection, digital finance and financial sector recapitalisation have materially influenced transaction planning and execution. The expanded scope of the Investments and Securities Act 2025, the introduction of comprehensive tax leg - islation, and recapitalisation requirements across the banking, insurance and pension industries illustrate how legal and compliance considerations now form a central element of M&A strategy. For practition - ers, this underscores the importance of early-stage regulatory due diligence, proactive tax planning and engagement with sector regulators to avoid delays or non-compliance. Looking forward to 2026, market participants can expect continued consolidation in core sectors such as financial services, energy and technology, along - side further cross-border expansion by Nigerian inves - tors. Emerging regulatory themes, including enhanced oversight of digital platforms and stricter financial sector compliance obligations will remain key con - siderations for deal structuring and risk management. Companies and investors that anticipate these devel - opments and integrate legal, financial and operational planning into their M&A strategies are likely to gain a competitive advantage in navigating Nigeria’s evolving transactional landscape.

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