NIGERIA Law and Practice Contributed by: Chiagozie Hilary-Nwokonko and Chukwuyere Ebere Izuogu, Streamsowers & Köhn
2.14 Exceptions to Suspensive Effect At the time of writing (July 2025), there are no general exceptions to the obligation not to implement a qualifying merger without first seek - ing and obtaining the approval of the FCCPC and/or the NCC. 2.15 Circumstances Where Implementation Before Clearance Is Permitted Global transactions may be implemented with - out seeking prior approval from the FCCPC in circumstances where there is no local compo - nent, and the jurisdictional threshold is not met. There is no specific deadline for notification. The FCCPA requires that the FCCPC’s approval be sought and obtained before a qualifying merger is implemented. 3.2 Type of Agreement Required Prior to Notification As part of the merger review process, the FCCPC requires the submission of all documents that form the basis of the merger transaction. These may include heads of terms, memoranda of understanding, sale and purchase agreements, business transfer agreements, or any similar documents. Where such documents have not been final - ised, the most recent draft must be submitted, accompanied by regular updates reflecting any subsequent revisions. It is imperative that the notifying parties keep the FCCPC fully informed of all material changes to the transaction docu - mentation throughout the review process. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
3.3 Filing Fees Filing fees are payable for merger notifications. The applicable fee is determined by a percent - age of either the consideration sum payable for the transaction or the combined turnover of the merging companies in the preceding financial year (whichever is higher). The applicable percentages are: • 0.45% of the first NGN500 million; • 0.45% of the next NGN500 million; and • 0.35% of any sum thereafter. The relevant turnover for calculating the appli - cable fees for mergers involving foreign entities with a local component is the turnover based on or attributable to the business of or in the local component in Nigeria. There are no deadlines for payments, but a merger notification will not be considered satis - factory if no payments are made. 3.4 Parties Responsible for Filing The primary acquiring undertaking and the pri - mary target undertaking are responsible for filing the merger application at the FCCPC, although it is common for such organisations to instruct local counsel to make such filings and notifica - tions on their behalf. 3.5 Information Included in a Filing The FCCPC requires the submission of copies of specific documents prepared or received by any member(s) of the board of management, board of directors, supervisory board or shareholders’ meeting, or other individuals with similar func - tions or to whom such functions have been del - egated or entrusted. Such documents include minutes of meetings where the transaction was discussed and reports, surveys, studies, pres -
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