Merger Control: Nigeria

The Federal Competition and Consumer Protection Commission (FCCPC) is the principal regulator for mergers in Nigeria. In addition to the FCCPC, several sector-specific regulatory bodies retain statutory authority over mergers within their respective industries. They include:

1. the Central Bank of Nigeria (CBN): The CBN has the power to regulate mergers and changes in control of banks and other financial institutions.² Banks and other financial institutions must obtain the consent of the CBN before entering into agreements or arrangements that result in a change in control, or the transfer of a significant shareholding in the bank or financial institution. The CBN exercises exclusive powers over merger reviews involving all its licensed entities;
2. the Nigerian Communications Commission (NCC): The NCC has oversight over mergers in the telecommunications sector.³ The NCC is to be notified, and approval sought before any merger transaction commences in the telecommunications sector. The notification shall be in writing and accompanied with the required documents;
3. the National Insurance Commission (NAICOM): The NAICOM has the power to regulate mergers in the insurance sector.⁴ An insurance company must obtain the approval of the NAICOM before any restructuring by way of a merger commences. Prior to the grant of its approval, the NAICOM may call for statements, documents and other information, as may be prescribed;
4. the Securities and Exchange Commission (SEC): The SEC oversees mergers involving public companies in compliance with the Investment and Securities Act, 2025 (the ISA 2025) and other regulations.⁵ The ISA 2025 mandates prior approval of the SEC for any corporate restructuring transaction that significantly changes a public company's structure, business direction or policy. This includes actions such as the amalgamation of listed companies through securities issuance. Where approved by the SEC, the merger parties must apply to the Federal High Court for the merger to be sanctioned;⁶
5. the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) and the Nigerian Midstream and Downstream Petroleum Regulatory Authority (NMDPRA): The NUPRC regulates upstream petroleum operations, while the NMDPRA regulates midstream and downstream petroleum operations in the petroleum industry. For upstream petroleum operations, a holder of a petroleum prospecting licence or petroleum mining lease must obtain the written consent of the Minister before proceeding with any merger involving the transfer, assignment or novation of a licence/lease or any interest in, or right granted by, or derived from, it.⁷ The consent of the Minister is subject to the parties' compliance with the provisions of the FCCPA. Mergers in midstream and downstream petroleum operations are covered under 'assignment of a licence or permit'. Here, a licence/permit holder is required to obtain written consent from the NMDPRA before an assignment, or transfer, of its licence by way of merger to another party;⁸ and
6. the Nigerian Electricity Regulatory Commission (NERC): The NERC regulates the electric power sector in Nigeria.

Except for the CBN, the statutory authority of these sector-specific regulators as it relates to merger approvals, is exercised concurrently with the FCCPC. Practically, sector-specific approvals are primarily obtained to deal sector-specific requirements, with the approval of the FCCPC obtained subsequently to deal the competition requirements.

In furtherance of this concurrent jurisdiction, the FCCPC has signed memorandums of understanding (MoUs) with sector-specific regulators such as the NCC, NERC and CBN, among others. Otherwise, the courts have held that, as in Emeka Nnubia v. Minister of Industry, Trade and Investment & 2 Ors,⁹ sector-specific regulators intending to exclusively regulate mergers in the market, without legal or regulatory basis, must first commence the negotiation of agreements with the FCCPC. These agreements, if concluded, would form the basis of the sector-specific regulator exercising exclusive jurisdiction.

From a legislative perspective, the changes in the legal framework for mergers in Nigeria in the past eighteen (18) months, include:

1. the ISA 2025: The Act repeals the Investment and Securities Act, 2007 and expands the SEC's powers over corporate restructurings including mergers for public companies and capital-market transactions;
2. the Nigerian Insurance Industry Reform Act, 2025 (NIIRA): This provides for the requirement of prior notification and approval, and the procedure for mergers in the insurance industry;
3. the SEC's Mergers and Acquisitions Checklist 2025: Following the enactment of the ISA 2025, the SEC issued a checklist to guide the merger of public companies in Nigeria. The checklist stipulates timelines for merger notifications, including the fees, mode of approval and other requirements. It also provides for the approval-in-principle stage and post-approval documents;
4. the Nigerian Tax Act, 2025 (NTA): Effective 1 January 2026, the Nigerian tax legislation makes provisions for incentives and liabilities that may arise in the event of a merger transaction. One notable incentive is the tax exemption for assets transferred in a merger.¹⁰ In a scheme of merger, capital gains tax will not be applicable to the transfer of assets to the surviving or newly formed entity. This tax relief comes without conditions and does not require any prior approval, control tests or holding period requirements.

Nigeria's merger control regime is distinctive for the concurrent regulatory structure, as well as its sector-specific sensitivities, and increasing alignment with transaction-driven realities. As deal volumes rise and regulatory coordination deepens, merger control has become a strategic consideration in transaction planning, rather than a procedural afterthought.

The Nigerian market has seen a marked increase in merger activity over the past 18 months, with transactions concentrated on the oil and gas, banking and financial services, telecommunications and consumer goods sectors. Significant transactions during this period include:

1. US$783 million acquisition of Eni's Nigerian Agip Oil Company Assets (NAOC): Setting the stage for the exits of International Oil Companies (IOCs), Oando Plc acquired 100 per cent of Eni's shareholding interest in NAOC. This transaction was completed in August 2024;¹¹
2. US$2.4 billion acquisition of Shell Petroleum Development Company's (SPDC) Onshore Operations: On 13 March 2025, Shell completed the sale of its onshore operations in Nigeria for US$2.4 billion to Renaissance Africa Energy Company Limited (a consortium of four Nigerian upstream oil companies and one international energy company). The completion of the sale follows the approval of the relevant regulatory authorities, including the NUPRC and the FCCPC, and satisfaction of other conditions precedent;¹²
3. Unity Bank Plc and Providus Bank Limited Merger: With a proposed completion time frame of December 2025, Unity Bank Plc and Providus Bank Limited announced their strategic merger to form an enlarged bank, Providus-Unity Bank Limited. The proposed merger has received an 'approval-in-principle' from the CBN and a 'no objection' from the SEC;¹³ and
4. Titan Trust Bank and Union Bank Plc merger: In September 2025, Titan Trust Bank and Union Bank Plc announced the completion of its merger, operating as a single entity under the Union Bank brand. Under this scheme, Titan Trust Bank ceases to exist as a separate entity.¹⁴

These reflect three defining trends in the Nigerian mergers landscape. First, there is the continued exit of IOCs from onshore and shallow-water assets, driven by capital reallocation strategies, regulatory considerations and security dynamics.¹⁵ Second, consolidation within the banking and financial services sector has accelerated, largely in anticipation of regulatory capital requirements and prudential reforms, with merger schemes increasingly preferred over standalone capital injections.¹⁶ Third, regulators have demonstrated a pragmatic and commercially responsive approach to merger review, with approvals typically issued within predictable timelines and, in most cases, subject to limited behavioural conditions.

In terms of the attitude of the courts, the recent judgment of the Federal High Court in the Emeka Nnubia case reinforces the jurisdiction of the FCCPC in the telecommunications industry. In this case, a shareholder in MTN challenged the power of the FCCPC to initiate an inquiry into MTN's compliance with competition laws in Nigeria; maintaining the position that the NCC has exclusive powers in this instance. In delivering its judgment, the court applied the principle of interpretation of laws – a latter law overrides a previous contrary law, and held that a concurrent jurisdiction exists between the FCCPC and the NCC on competition and consumer protection matters, with the FCCPC having precedence.

Collectively, these developments signal a maturing merger control regime that balances competition enforcement with market realities.

The Federal Competition and Consumer Protection Act, 2018 (FCCPA) primarily sets out the merger control regime applicable in Nigeria. Under this law, a 'merger' occurs where one or more companies, directly or indirectly, acquire, or establish control over the whole, or part of the business of another company.

Pursuant to its powers under the FCCPA, the FCCPC issued the Merger Review Regulations, 2020 and the Merger Review Guidelines, 2020 which collectively provide an extensive framework for the review of mergers in the market. In this light, the factual circumstances that trigger a merger situation include, but are not limited to:¹⁷

1. when two or more business units or entities come under common control, or there must be an arrangement in progress which, if carried into effect, will lead such business entities to be distinct; and
2. where either the value of the Nigerian turnover of the acquiree in the previous year exceeds the prescribed threshold or the combined value of the Nigerian element of the merger parties in the previous year exceeds such threshold.

The determination of control is fact-specific, and extends beyond shareholding percentages to include material influence, veto rights and strategic decision-making powers. Control, in this instance, may take the form of sole control (exercised by one company over another) or joint control (exercised by two or more companies over another).

Mergers are categorised as small mergers (which do not require notification unless parties choose to, or as directed by the FCCPC for itself, or on behalf of third parties), or large mergers¹⁸ (requiring notification). A merger is notifiable if in the financial year preceding the merger:

1. the combined annual turnover of the acquiring company and the target company (combined figure) in, into or from Nigeria equals or exceeds 1 billion Naira; or
2. the annual turnover of the target company in, into or from Nigeria equals or exceeds 500 million Naira.

Therefore, the material basis for merger control is that two or more previously independent business entities intend to combine in a fashion that involves a lasting change in structural ownership of one or more of the parties concerned. In this regard, internal restructurings and reorganisations occurring within the same group/company or between affiliated entities do not classify as mergers for the purpose of notification and approval of the FCCPC.¹⁹

Waiting periods and time frames in a merger transaction in Nigeria

Under the FCCPA

The waiting period and time frame in a merger transaction both depend on the categorisation of the merger.

For small mergers, there are no mandatory notification requirements. However, merger parties may independently decide to notify the FCCPC, or the FCCPC may, on its own or on the application of third parties, compel the notification of small mergers within six months of implementation.²⁰ The notification is to be published within five business days of being received by the FCCPC. Also, until it has been approved, the merger parties are to take no further steps to implement the merger.

Once the parties have met the notification requirements, the FCCPC has an initial period of 20 days to review the merger. Where the FCCPC requires additional time, it may extend this review period once, for up to 40 business days, by issuing a formal extension notice to the parties.

At the end of its review, the FCCPC will communicate its decision in a report. This report may approve the merger outrightly, approve it subject to specified conditions, or prohibit its implementation (where the merger has not yet been completed).²¹ Importantly, if the FCCPC neither issues an extension notice nor communicates its decision within the applicable review period, the merger is treated as having been approved by default.

For large mergers, parties to the merger must notify the FCCPC, with the notification published within the five business days following receipt by the FCCPC. Where the parties have satisfied the notification requirements, the FCCPC has a period of 60 days to review the proposed merger. If, during this period, the FCCPC requires additional time to thoroughly consider the transaction, it may extend the review period up to a maximum of 120 days by issuing a formal extension notice to the parties.

During its review, the FCCPC will issue a report in the prescribed form, setting out its decision. This report may approve the merger outrightly, approve it subject to specific conditions designed to address competition concerns or prohibit the implementation of the merger. The merger parties are prohibited from implementing the transaction until the approval of the FCCPC is obtained.²² However, where the FCCPC does not issue either an extension notice or a report within the prescribed timeframes, the merger is deemed automatically approved, allowing the parties to proceed without further delay.

It is also important to note that the FCCPC retains the authority to revoke any approval or conditional approval it has granted if the merger is not completed within 12 months of the date of the approval. This ensures that approved mergers are implemented within a reasonable timeframe and prevents indefinite delays in the execution of approved transactions.

Under the SEC's Mergers and Acquisition Checklist 2025

The SEC's checklist lays out the timelines applicable to mergers involving public companies. These timelines, commencing from the date of complete filing, include:

1. review of merger notifications – two weeks;
2. formal approval stage (including, but not limited to, the review of the scheme of merger documents, copies of court ordered shareholders' meetings, and copies of extracts of executed resolutions passed at the shareholders' meetings) – two weeks; and
3. review of post approval documentations - two weeks.

Where defects in the application and supporting documents are raised, the above timeline is automatically suspended and recommences upon the submission of the updated documents. However, where no defect is flagged, approval is granted and communicated accordingly.

Under the Nigerian Insurance Industry Reform Act, 2025

Where an application for a merger is refused by the NAICOM, the applicant may within six months of the refusal apply to the Federal High Court for review.²³ However, where the merger is approved, the party carrying on the merged business must within the three months following the completion of the merger provide the NAICOM with the relevant documents it may request.

Under the Nigerian Communications Act, 2003 – Competitions Practices Regulations, 2007

Under Regulation 27 of the Competition Practice Regulations, 2007, the following transactions are notifiable to the NCC for merger review purposes:

1. any transaction involving the acquisition of more than 10 per cent of the shares of a communications licensee;
2. any transaction resulting in a change in control of the communications licensee; and
3. any transaction resulting in the direct or indirect transfer or acquisition of an individual licence previously granted by the NCC pursuant to the NCA.

In these instances, the pre-merger notification period must commence at least 60 days prior to the completion date of the intended transaction. The NCC is vested with the discretion to, within 30 days of receipt of a satisfactory merger application, take any of the following actions:

1. approve the proposed merger;
2. approve the proposed merger with conditions;
3. deny the proposed merger; or
4. issue a notice initiating an inquiry or other public proceeding regarding the proposed merger.

Parties' ability to accelerate the review procedure

As a general rule, parties to a merger are encouraged to conduct 'pre-merger notifications' with the FCCPC before the formal notification of the merger.²⁴ This is typically done at least two weeks before the submission of the formal notification. The pre-notification accelerates the review procedure by eliminating initial errors that would have occasioned delay.

The review procedure can be accelerated in two ways as provided under the FCCPA and the Merger Review Regulations, 2020 (MRR). These are:

1. the simplified procedure; and
2. the expedited procedure.

The simplified procedure applies to mergers unlikely to raise competition concerns, directly enabling parties to accelerate reviews,²⁵ and is often used for foreign-to-foreign mergers with a Nigerian nexus meeting specific criteria. It involves less elaborate documentation (using a Form 2 (Notice of Merger – Simplified Procedure) as opposed to the exhaustive Form 1 required for standard notifications). The timeline for this is not expressly stated but is generally quicker due to the nature of documents and information required to be submitted.

The expedited procedure is an optional fast-track process that any eligible merger party can request, subject to additional fees, and regardless of whether it is a simplified or standard notification. Where granted, the timeframe for all applicable processes during the first detailed review would be reduced by 40 per cent. Parties are encouraged to confirm from the FCCPC at the pre-merger notification stage, as to whether the transaction can be expedited.

In practice, parties that engage early with the FCCPC through pre-notification consultations often experience materially shorter review periods, particularly where transactions raise no horizontal overlap or public interest concerns. The FCCPC has shown a willingness to provide informal guidance on market definition, information scope, and filing strategy, reducing the likelihood of extension notices. However, the availability of simplified or expedited procedures should not be assumed. Based on experience, transactions involving regulated sectors, sensitive consumer markets and foreign acquirers with limited Nigerian presence are more likely to proceed under the standard review process notwithstanding the absence of substantive competition issues.

Tender offers and hostile transactions

Under the FCCPA, the legal characterisation of a transaction as a merger is not reliant on the consent or cooperation of the target company. However, although the definition of a merger recognises indirect acquisition of control over the whole or part of the business of another, it is important to consider the definition of 'control' under the FCCPA.

In this regard, an acquirer in a merger transaction exercises control over a target company in the event of an acquisition of:

1. shareholdings or controlling interests;
2. the ability to control the policies of the target company, either through control of more than half of the votes cast in shareholders' meetings, appointment of majority of the members of the board of directors, among others; or
3. material influence over the target company.

Therefore, in the event of a tender offer and hostile transaction triggering the control test and applicable turnover thresholds, the transaction constitutes a merger and must be notified to, and approved by, the FCCPC prior to implementation.

The FCCPA does not provide any exemption or expedited treatment for hostile transactions. Additionally, the standstill obligation requiring parties to a merger to avoid taking steps to implement the merger or undertake any activity until the merger has been approved by the FCCPC applies.²⁶

Third party access to file and rights to challenge mergers

Under the MRR and FCCPA, third parties are not granted direct access to the FCCPC's investigative file. However, the FCCPC publishes a non-confidential summary of every satisfactorily notified merger and invites interested third parties to submit written comments within prescribed timelines (typically three business days for small mergers and seven business days for large mergers). Competitors, customers, suppliers and other affected persons may provide information that highlights possible competition concerns. The FCCPC also formally requests information from third parties during its investigations and relies on this information to assess the likely impact of the merger on the market.

During an in-depth (Phase Two) review, the FCCPC further strengthens third party involvement by conducting hearings, issuing questionnaires and inviting third parties to make oral submissions. These submissions are subsequently incorporated into its evaluation of the merger.

Access to case files is reserved for notifying parties upon the issuance of a statement of objections during Phase Two of the merger review. In this instance, the FCCPC grants merger parties access to the case file to enable effective response to regulatory concerns, while it protects the confidential business information of third parties and other parties to the merger. These mechanisms collectively provide a procedural framework through which third parties can influence merger outcomes and effectively challenge mergers that may substantially lessen competition.

Resolution of authorities' competition concerns, appeals and judicial review

During the merger review process, the FCCPC may extend the merger review period where it identifies competition concerns. During Phase One, the FCCPC typically holds a state of play meeting with the merger parties to inform them of initial competition concerns, if any, and the issuance of an issues paper.²⁷

Typically, the merger parties are given the opportunity to present their arguments and remedies, in writing, in response to the concerns raised in the issues paper. These responses may be accepted, modified or rejected by the FCCPC. In addition, a meeting may be convened for the parties to elaborate on the arguments put forward in their written responses. Following this meeting, the FCCPC may accept the merger unconditionally or subject to the implementation of the proposed remedies, or commence Phase Two with a second detailed review.

During Phase Two, the FCCPC may request additional documents, hold interviews or engage in site visits. Practically, a meeting is held with the merger parties and a statement of objections setting out the competition concerns is issued. Again, the merger parties are to present a written response to the issues raised in the statement of objections, and provide detailed submissions on remedies and public interest gains of the merger.

At the end of each phase, the FCCPC shall issue a final decision that must either approve or prohibit the merger and publish a non-confidential version of the decision.

Parties must, in the first instance, refer appeals on the review of the decisions of the FCCPC to the Competition and Consumer Protection Tribunal. Any further appeals on the decision of the Tribunal would lie with the Court of Appeal. However, in practice, parties to a merger prefer to resolve issues at the administrative level rather than pursue judicial review; this may be due to sensitive transaction timelines involved.

Coordinating merger transactions with other jurisdictions

The FCCPA makes provisions for review of merger transactions involving Nigerian entities and foreign entities. The transaction is categorised as a merger and falls within the purview of the FCCPC where, in addition to the above requirements, either of the merger parties is incorporated in Nigeria, carries on business in Nigeria, is a Nigerian citizen or is ordinarily resident in Nigeria, as well as where the merger includes shares in a Nigerian company, irrespective of the jurisdiction or governing law of the agreement, local intellectual property, plants and equipment situated in Nigeria.

Cross-border transactions involving Nigerian targets frequently require merger filings in multiple jurisdictions, including the Common Market for Eastern and Southern Africa (COMESA) Member States and, increasingly, other African competition regimes. While Nigerian law does not mandate formal coordination with foreign competition authorities, the FCCPC expects consistency in transaction narratives, market definitions and remedies proposed across jurisdictions. Inconsistent disclosures or divergent commitments may result in additional information requests or extended review timelines. In this regard, the FCCPC has entered into MoUs with international agencies, most recently with the COMESA Competition Commission, to better navigate cross-border mergers.

Minority ownership interests

Minority acquisitions continue to raise practical complexity under Nigerian merger rules due to the expansive definition of control. Transactions involving minority shareholdings accompanied by veto rights, board representation or strategic influence may constitute notifiable mergers notwithstanding the absence of majority ownership. Parties are advised to conduct a robust control analysis at the structuring stage, as failure to notify may expose transactions to post-completion scrutiny and sanctions.

Financial distress and insolvency-driven transactions

The FCCPA does not expressly recognise a failing firm defence. However, in practice, the FCCPC has demonstrated flexibility in its assessment of transactions involving distressed targets, particularly where the alternative would result in market exit or systemic risk. Parties must provide credible evidence of financial distress and demonstrate that the proposed transaction represents the least anticompetitive outcome reasonably available.

In addition to transaction-specific structuring considerations, merger parties operating in Nigeria must also account for broader regulatory and policy factors that increasingly influence merger review outcomes and post-approval obligations. Stakeholders should consider the following.

Foreign investment and local content

Nigeria's local content, particularly in the oil and gas sector, has direct implications for merger control analysis and post-approval implementation. Foreign acquirers are required to accommodate local ownership, management participation or operational thresholds, which affect control determinations, remedy design and post-merger integration planning. These requirements may affect the composition of the merged entity, post-merger integration and ongoing operations. Where local content considerations intersect with competition concerns, regulators may impose conditions aimed at preserving indigenous participation and sectoral stability.

Environmental, social and governance considerations

Environmental, social and governance (ESG) considerations have become a substantive component of merger due diligence and risk assessment. The heightened scrutiny of ESG practices is likely to influence both merger review outcomes and the scope of post-approval undertakings, particularly in consumer-facing, financial services and extractive sectors. The early alignment of transaction structures, governance arrangements and post-merger integration plans with sector-specific policy expectations can materially shorten review timelines and reduce the likelihood of conditional approvals.

Operationalisation of ECOWAS Regional Competition Authority

The constitution of the ECOWAS Regional Competition Authority (ERCA) Council marks a critical step towards regional merger control, which may impact cross-border transactions within West Africa. As this framework evolves, cross-border transactions involving Nigerian entities may face parallel notification requirements, increased information-consistency obligations and heightened scrutiny of regional market effects. Early assessment of potential regional filing triggers is therefore becoming an increasingly important aspect of transaction planning for multi-jurisdictional deals.

The Nigerian merger control landscape is undergoing significant transformation, with the FCCPC and sector-specific regulators exercising concurrent jurisdiction under executed memoranda of understanding to avoid regulatory conflicts and duplications.

Additionally, in consideration of the 31 March 2026 deadline for the Banking Sector Recapitalisation Programme of 2024, schemes of mergers have emerged as a practical avenue for both existing and proposed banks to satisfy minimum capital requirements. Consequently, the Nigerian market is witnessing, and will continue to experience, an increase in merger transactions.

In conclusion, Nigeria's merger control regime is at a pivotal juncture, characterised by increased market activity and evolving strategic considerations. Stakeholders must remain agile, informed and proactive in navigating the complex regulatory environment and nuances, anticipating further reforms and heightened enforcement in the coming year.

We extend our sincere appreciation to colleagues, regulators, and market participants whose invaluable perspectives and feedback informed the development of this chapter. Reference is also made to the published guidelines, circulars and other publicly available materials issued by the FCCPC, CBN, NCC, SEC, and other sector-specific regulators, which informed aspects of the analysis in this chapter.

Appreciation is also expressed to the members of the competition and antitrust practice group at Moroom Africa Legal Consults for their meticulous research, careful analysis and input throughout the chapter development process.