NIGERIA Law and Practice Contributed by: Chiagozie Hilary-Nwokonko and Chukwuyere Ebere Izuogu, Streamsowers & Köhn
entations and related documents that assess or analyse the merger in terms of its rationale, potential for sales growth, market shares, com - petitive conditions, competitors (actual and potential), expansion into other markets, and general market conditions. Analyses, reports, studies, surveys and related documents from the last two years that assess the affected markets concerning market shares, competitors (actual and potential), competitive conditions and potential for sales growth or expansion into other markets should also be submitted. In the case of a full merger, the most recent business plan of both merging parties should be included. Lastly, the FCCPC requires the information pro - vided to be comprehensive, factual, detailed and translated into English (Nigeria’s official language) before submission. 3.6 Penalties/Consequences of Incomplete Notification The FCCPA does not impose penalties for sub - mitting an incomplete merger notification; how - ever, the FCCPC will treat such submissions as deficiencies. As a result, the merger review pro - cess will be paused until all necessary informa - tion and documentation are provided. 3.7 Penalties/Consequences of Inaccurate or Misleading Information The FCCPC can revoke its decision to approve or may conditionally approve a merger where the application was based on incorrect information supplied by the merging parties, subject to the provisions of Section 99 1 (a) of the FCCPA. It can also prohibit the merger in its entirety. Subject to Section 112 of the FCCPA, an under - taking that gives the FCCPC or an authorised
officer of the FCCPC any information that the undertaking knows to be false or misleading commits an offence, leading to the following penalties: • where the undertaking is a natural person: liability on conviction to imprisonment for a term not exceeding two years or to a fine not exceeding NGN10 million, or both; and • where the undertaking is a body corporate: liability on conviction to a fine not exceeding 10% of its turnover in the preceding business year, and each director of the entity is liable to be proceeded against and, on conviction, dealt with as a natural person. In addition, the appointed legal representative of a merger party is required to submit a sworn declaration attesting that the information provid - ed in the notification is true and accurate to the best of their knowledge. Any false or mislead - ing declaration may expose the representative to prosecution for perjury under applicable law. 3.8 Review Process Subject to the provisions of the MRG and Sec - tion 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 busi - ness 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 busi - ness days. This period may be extended by up to a further 30 business days if the merger raises
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