Commercial, corporate and M&A in Nigeria

AELEX

The highly regarded corporate group at AELEX, led by managing partner Theophilus Emuwa, 'delivers top-notch solutions' and is well-regarded in the market for its work on high-end M&A transactions, corporate governance, regulatory and subsidiary control matters. The practice includes a strong team of multidisciplinary specialists, including banking and capital markets partner, Lawrence Fubara Anga, who is qualified to advise on Nigerian, Ghanaian and English aspects of cross-border finance and corporate transactions. Chinyerugo Ugoji is noted for share and asset acquisitions, joint ventures, corporate restructuring and tax-efficient structuring.

Practice head(s):

Theophilus Emuwa

Other key lawyers:

Chinyerugo Ugoji; Lawrence Fubara Anga 

Testimonials

Aelex has a highly professional team of experienced partners and associates who deliver pragmatic and well-thought-through solutions that are in tune with client requirements. It is their focus on understanding the client and the nuances of their requirements that makes then different and allows them to deliver top-notch solutions.’

Key clients

Helios Investment Partners LLP

Petrobras

The Rise Fund Management LLC (an affiliate of TPG Global LLC)

Lufthansa

Shoprite Holdings

Chevron Nigeria Limited

Mobil Producing Nigeria Limited

Azura Power West Africa Limited

The Shell Petroleum Development Company of Nigeria Limited

CNOOC E&P Ltd

The Coca-Cola Company

Seven-Up Bottling Company Plc

Mastercard

AFEX Commodities Exchange Nigeria Limited

Gulf Petrochem Energy Services Limited

Adam Smith International

Interswitch Limited

British Telecommunications

Dangote Oil Refining Company Limited

Kedari Capital Limited

Total Nigeria Plc

Work highlights

  • Assisted The Rise Fund LLC, an affiliate of TPG GLOBAL LLC on legal due diligence and general transaction advice in respect of the takeover of the general partnership interest in Abraaj Growth Markets Health Fund, following an order by the Grand Court of Cayman Islands for the provisional liquidation of the Fund’s manager.
  • Advised Coca-Cola on its acquisition of a 60% stake of CHI, in order to attain full ownership of the company.
  • Advised Gulf Petrochem on the acquisition of a lubricant oil blending plant from a downstream petroleum company.

Aluko & Oyebode

Aluko & Oyebode's 'highly efficient' team is noted for acting for an impressive variety of financial institutions, private equity funds and multinationals on corporate and commercial transactions, company formations and foreign investment, particularly in the energy and natural resources space. Department head Kofo Dosekun is supported by Oghogho Makinde, Olubunmi Fayokun and Sumbo Akintola. Senior associate Jesutofunmi Olabenjo is noted for day-to-day operational support and Nigerian regulatory compliance matters.

Practice head(s):

Kofo Dosekun

Other key lawyers:

Oghogho Makinde; Sumbo Akintola; Olubunmi Fayokun; Jesutofunmi Olabenjo

Testimonials

‘The team is highly efficient and are thorough in handling transactions from start to completion – they also display a high level of professionalism.’

Work highlights

  • Advised Sanlam Emerging Markets Proprietary Limited in connection with its acquisition of FBN Holdings Plc’s shareholding in FBN Insurance Limited.
  • Advised Crown Flour Mills, a subsidiary of Olam International in connection with the acquisition of the entire shareholding of Dangote Flour Mills Plc, a Nigerian publicly quoted company involved in agro-business through a scheme of arrangement.
  • Advised VISA on its acquisition of a significant minority stake in Interswitch Group.

Banwo & Ighodalo

Top-tier practice Banwo & Ighodalo fields a 'strong team with really good market knowledge and technical strength' in corporate and commercial mandates covering sectors such as manufacturing, telecoms, oil and gas, power and healthcare, among others. Asue Ighodalo and Azeezah Muse-Sadiq recently advised Savannah Sugar Company on its merger with the Company and Dangote Sugar Refinery, while Ayotunde Owoigbe served as Nigerian counsel to Interswitch Holdings Limited in its acquisition of a 19.9% equity stake in Interswitch Holdings by Visa International Service Association.

Practice head(s):

Femi Olubanwo; Asue Ighodalo; Ayotunde Owoigbe; Azeezah Muse-Sadiq; Isa Alade; Seyi Bella; Olumide Osundolire; Toyin Bashir

Testimonials

‘A strong team with really good market knowledge and technical strength.’

Key clients

E-Motion Advertising Limited

TP ICAP group of companies

INTL FCStone Inc.

FCMB Group Plc

Interswitch Holdings Limited

Dangote Flour Mills PLC

OVH Energy Marketing Limited

Savannah Sugar Company Limited

Dangote Cement Plc

Mixta Real Estate PLC

The Norwegian Investment Fund for Developing Countries (“Norfund”)

African Development Partners II (ADP) II/Development Partners International LLP (DPI)

Africa Plus Partners Nigeria Limited

IHS Towers Nigeria Limited

Verod Capital Management

The Carlyle Group

Beth-Adorn Holdings Limited and UTL Trust Management Services Limited.

FBN Holdings PLC

FBNQuest Capital Limited

Synergy Capital Managers

AFIG Funds

Rand Merchant Bank Nigeria Limited

Helios Investment Partners

Indorama Netherlands B.V. (“Indorama”)

Seven Energy Group

Work highlights

  • Advising FCMB Group Plc in connection with the acquisition of the entire share capital of AIICO Pension Managers Limited, a licensed pension fund administrator, valued at N11,3bn.
  • Advised Dangote Cement Plc in relation to the buy-back of up to 10% of its issued and paid-up share capital, which comprised of 17,040,507,405 ordinary shares of 50 kobo each, in compliance with an order of the Federal High Court.
  • Advised in relation to the establishment of the Africa Infra Plus Fund II, a N200bn close ended equity infrastructure fund structured to provide an investment platform for Nigerian and international investors to invest in infrastructure assets in Nigeria and other sub-Saharan Africa countries.

Olaniwun Ajayi LP

Olaniwun Ajayi LP is regularly involved in some of the most sizeable M&A transactions in the Nigerian market, covering private equity, restructuring and divestitures. Recent examples of work have included advising Canal+ International SAS on its acquisition of ROK Studios from Video on Demand Company IROKOtv and on Kantar group's acquisition of a majority stake by Bain Capital Investors. Anuoluwapo Balogun handles many of the practice's leading transactions, supported by Yimika Phillips and Tominiyi Owolabi.

Practice head(s):

Anuoluwapo Balogun

Other key lawyers:

Yimika Phillips; Tominiyi Owolabi

Work highlights

  • Advised on the merger of Cement Company of Northern Nigeria and BUACement Plc, and the listing of BUA Cement Plc on the Nigerian Stock Exchange. The transaction was the largest merger in Nigeria in 2019 by deal size, estimated at a market cap of $3.3bn.
  • Advised Seplat Petroleum Development Company Plc on acquisition of the entire issued share capital of the Aberdeen oil group, Eland Oil and Gas Plc (Eland).
  • Advised Actis on its acquisition of controlling stake in Nigeria’s leading,independent, data co-location business, Rack Centre.

Udo Udoma & Belo-Osagie

With decades of transactional experience, Udo Udoma & Belo-Osagie's top-tier M&A practice is a reputable choice for equity and asset investments, joint ventures, hive-outs and corporate restructurings. In a recent standout mandate, Ozofu Ogiemudia and Christine Sijuwade advised Verod, a leading West African private equity firm, on its acquisition of Metropolitan Life Insurance Nigeria from Momentum Metropolitan Holdings. Yinka Edu has been advising Union Bank of Nigeria in connection with the divestment of its UK subsidiary bank. Folake Elias-Adebowale is highlighted for her work in private equity; Daniel Agbor leads the practice.

Practice head(s):

Daniel Agbor

Other key lawyers:

Ozofu Ogiemudia; Christine Sijuwade; Yinka Edu; Folake Elias-Adebowale

Work highlights

  • Advised DMG Events (UK) Limited on its acquisition of an indirect controlling equity stake in CWC Events Africa Limited by way of acquisition of the entire issued share capital of CWC Energy Holdings Limited.
  • Advised African Hotel Development Maurice on the acquisition of the BON Hotels Group by Onomo Hotels.
  • Advised Leapfrog in connection with the subscription for 28.24% of the equity shares of AIICO Insurance PLC (AIICO) through a private placement.

Bloomfield Law Practice

Bloomfield Law Practice is known for its experience and depth of expertise regarding joint ventures, demonstrated by its recent advice to Milhouse Energy Services in structuring of its JV with Agbara Estate for the development of a 60MW power generation facility. Noted for his broad practice spanning corporate, commercial and banking law, Adedoyin Afun has been advising Beta Ventures Partners, an American company focused on investing in technology-enabled startups, on the establishment of a fund holding company in Nigeria. Practice co-chair Ayodele Oni is sought after for his expertise in energy-focused M&A.

Practice head(s):

Adedoyin Afun; Ayodele Oni; Kunle Obebe

Key clients

Macquarie Rotorcraft Leasing

Milhouse Energy Services Limited

Starsight Nigeria Limited

Beta Ventures Partners LLC

Purple Capital Partners Limited

Purple Money Microfinance Bank Limited

Aramex Delivery Services Limited

Winrock International

Zerthis Global Services Limited

Engie Fenix Nigeria Limited

NHV

Telford Offshore Limited

Lekki Retailtainment Limited

Docupress Printing Solutions Limited

Mocoh Oil and Gas Limited

Work highlights

  • Advising the Purple Group on the cross-border reorganisation of the shareholding structure across its holding company and subsidiaries.
  • Advised a High Net-Worth Individual on the acquisition of shares in a Mauritian Holding company (PricePointe Incorporated) which would own majority/controlling interest in a Nigerian subsidiary company, PricePointe Wholesale Club Limited – Nigeria’s first hybrid wholesale and retail membership club.
  • Advising Engie Fenix Limited on the expansion of its operations to Nigeria as well as developing a commercial legal and regulatory blueprint for the operations of renewable energy providers in Nigeria.

G. Elias & Co

G. Elias & Co has a strong market standing for a broad range of corporate matters, including cross-border M&A, spin-offs and liquidations. Gbolahan Elias advised AIICO, the second largest insurance company in Nigeria, on its acquisition of 28.24% of the shareholding in AIICO by Leapfrog, a Pan-African focused private equity firm. In another mandate, Segun Omoregie advised AIICO Insurance on the sale of its 96% equity stake in AIICO Pensions, a Pension Fund Administrator, to FCMBPensions, a member of FCMB Group - one of the leading financial services institutions in Nigeria. Fred Onuobia and Fidelis Adewole are the other key partners.

Practice head(s):

Gbolahan Elias; Segun Omoregie

Other key lawyers:

Fred Onuobia; Fidelis Adewole

Testimonials

‘I have found G Elias & Co to be very responsive, technically sound and professional with value-based costing. ’

‘They care. They are not just focused on fees. They focus on relationships and understanding your needs before recommending solutions. This is a highly differentiating factor. I will recommend them any day.’

Key clients

BUA Cement Plc

Colgate Palmolive Company

Daraju Industries Limited

Tolaram Group

MTN Nigeria Communications Plc

LGT Lightstone

Coca-Cola

Kuramo Capital

AIICO Insurance Plc

Food Concepts Plc

Regus

Heirs Holding

Bank of Industry

Africa Capital Alliance

McKinsey

Johnson & Johnson

Work highlights

  • Advised Cement Company of Northern Nigeria Plc on its merger with Obu Cement Company Plc worth US$2bn, and the subsequent listing of the resultant entity (BUA Cement Plc) on The Nigerian Stock Exchange.
  • Advised CHEC on its acquisition of a large equity stake valued at US$221 million in Lekki Port Investment Holding Inc. LPIHI is the majority shareholder of Lekki Port LFTZ Enterprise, the current concessionaire of the Lekki Deep Sea Port.
  • Advised Tolaram Africa, a fast moving consumer goods conglomerate, in connection with the amalgamation of its bleach business with the toothpaste business of Colgate-Palmolive.

Olajide Oyewole LLP

Olajide Oyewole LLP has multi-jurisdictional expertise of major corporate and commercial transactions, including restructurings, and matters concerning private and venture capital, in part due to its membership of the DLA Africa Group.  Samuel Salako provides general corporate representation to established and emerging businesses across a range of industries, as well as advising on financial and capital market transactions. Corporate governance specialist Bola Tinubu advises on foreign direct investments and corporate strategic alliances.

Practice head(s):

Bola Tinubu; Samuel Salako

Key clients

Nampak International Limited

Cappa and D’Alberto Limited

R-Jolad Hospital Nigeria Limited

Nigerian-German Chemical PLC – In Receivership

Fortive Corporation

Work highlights

  • Advised the seller and the parent company, Nampak International Limited, on sale of the entire authorised share capital of Nampak Cartons Nigeria and Nampak Properties Nigeria to A&R Austria Carton GMBH .
  • Advised Cappa and D’Alberto Limited, a leading building and civil engineering contracting company in Nigeria on a business restructuring transaction via a scheme of arrangement amongst its existing shareholders.
  • Advised R-Jolad Hospital Nigeria Limited on a divestment of an 80% majority stake in the Company to AfyA Care Nigeria Limited (the investor), a private equity firm which specialises in investing patient capital in healthcare assets.

Sefton Fross

Sefton Fross is a well-regarded choice for advice on public and private cross-border M&A, investment trusts and private equity matters, particularly those with a focus on oil and gas. Practice head Olayemi Anyanechi acted for Quest Oil and Engineering Services on its sale of a 43% equity interest to SynergyCapital Managers for approximately $25m.

Practice head(s):

Olayemi Anyanechi; Adesola Olanrewaju-Kadri

Key clients

CONEX Group JV Limited

Royal Exchange Prudential Life Plc

Ignite Investments and Commodities Limited

Neimeth Pharmaceuticals Plc

Sea Transport Nigeria Limited

African Alliance Insurance Plc

Crestar integrated Natural Resources Limited

Union Maritime Limited

Emadeb Energy Services Limited

Zirvera Petroleum Resources Limited

Crestsage Limited

Rusumo Capital and Investment Advisers Limited

Novambl Asset Management Limited

Alpha Mead Development Company Limited

MBC Capital Limited

NOVA Merchant Bank Limited

Absa Representative Office Nigeria Limited Absa Securities Nigeria Limited Absa Capital Markets Nigeria Limited

Platform Capital Investment Partners Limited

Unicorn Group Mauritius

Leadway Assurance Company Limited

Quest Engineering Services Limited

Royal Exchange General Insurance Company Limited

Prudent Energy and Services Limited

Leadway Pensure PFA Limited

Homeland Integrated Offshore Services Limited

Work highlights

  • Acted as International counsel to the Conex Group, the buyer in respect of an auction sale of the shares and assets of the subsidiaries of Total France in Liberia and Sierra Leone.
  • Advised Royal Exchange General Insurance Limited on the acquisition by InsuResilience Investment Fund, a Luxembourg based fund set up by KFW, the German development bank on behalf of the German Federal Ministry of Economic cooperation and Development, of a 39.25% stake in the company.
  • Advised Prudent Energy and Services Limited on its acquisition, through Ignite Investments and Commodities Limited, of 74.02% of the issued share capital of Forte Oil Plc (now Ardova Plc) , one of Nigeria’s leading downstream oil and gas companies.

Templars

Under the leadership of corporate and commercial head Olumide Akpata, Templars advises both domestic and international corporations on their investments and operations, with a focus in assisting in the establishment of local subsidiaries, corporate governance and compliance, M&A and corporate restructuring. Head of finance Chike Obianwu and head of energy Oghogho Akpata are also highly recommended.

Practice head(s):

Olumide Akpata

Other key lawyers:

Chike Obianwu; Oghogho Akpata

The New Practice (TNP)

Baba Alokolaro is The New Practice (TNP)'s managing partner and head of corporate and commercial department, specialising in project finance, M&A, infrastructure and power projects. He is also an active adviser in private equity, acting for both investor and investee companies in capital raising transactions. Other key partner Babajimi Ayorinde focuses on M&A and investment transactions in the energy and fintech sectors.

Practice head(s):

Bukola Bankole

Other key lawyers:

Babajimi Ayorinde

Testimonials

‘The team is always available and responsive to the needs of their clients. Their response time and intelligent ways of handling matters on behalf of their clients can easily compare with any globally.’

‘They take time to listen, reason with you and help you find solutions. They also go out of their way to help fix process and/or issues to better position their clients.’

‘Baba Alokolaro and Bukola Bangole are exceptional professionals who always find the time to really discuss issues with their clients.’

‘Responsive, with attention to detail.’

‘Approachable, solution-oriented, agility in thinking.’

‘A great approach and communication with their clients. They speak in simple terms so that there is a full understanding of the issue.’

Key clients

Consonance Special Opportunities Fund

Office of Public Private Partnerships

Emprego Holdings

Eastline Development Limited

ADH Limited

Lagos State Government

FMDQ OTC Plc

Tomato Jos Farming & Processing Limited

Ministry of Justice, Lagos State

Synergy Capital

Alitheia Capital

Akute Power Limited

Interswitch Limited

Aruwa Capital

Oando Plc

Viathan Engineering Limited

Flour Mills of Nigeria Plc

EY Nigeria

Paystack Limited

Mandilas Group

Made in Africa Inc.

Pagatech Limited

Transport Services Limited

CSL Capital

Work highlights

  • Advised Synergy Private Equity Fund II on its $40m strategic investment in Quest Oil and Engineering Services Limited, an indigenous oil engineering services company, as well as a secondary acquisition of Ascon Oil Company Limited.
  • Advised Aruwa Capital Management on its inaugural and landmark investment in Wemy Industries Limited, the first and only indigenous personal hygiene products manufacturer in Nigeria.
  • Advised Ellah Lakes Plc, one of Nigeria’s foremost agriculture focused companies on its Reverse Takeover by Telluria Limited which culminated in the listing of an additional 1.88 billion shares of Ellah Lakes on the Nigeria Stock Exchange.

Abdulai, Taiwo & Co

Abdulai, Taiwo & Co is a longstanding practice known for its track record of work on major PPP developments, acting for clients in the infrastructure, power and transportation sectors. The practice is also increasingly active in the technology and consumer goods sectors. Co-founding name partner Ladi Taiwo is among the lead practitioners, along with Alayo Ogunbiyi, who is skilled in banking and capital markets transactions.

Practice head(s):

Ladi Taiwo

Other key lawyers:

Alayo Ogunbiyi

Key clients

Clina-Lancet Laboratories

Bureau of Public Enterprises

Mindray Biomedical Electronics

Procter and Gamble Co.

Coca-Cola Nigeria Ltd

Southern Sun Ikoyi Hotel

Siat S.A.

Emzor Pharmaceutical Manufacturing Ltd.

Marina Express Train Services Ltd.

Work highlights

  • Advised Lancet Service (Pty) Ltd. and Clina-Lancet Laboratories Ltd. in the global merger between Lancet Services (Pty) Ltd. of South Africa and Cerba Healthcare, of France.
  • Advised Procter and Gamble, in the plant and asset ‘hive-offs’ of VICKS in Nigeria to Elixir Global Foods.
  • Advised Procter & Gamble in the Sale and Transfer of Industrial assets and real property to the Fouani Group.

Duale, Ovia & Alex-Adedipe

Adeniyi Duale at Duale, Ovia & Alex-Adedipe specialises in M&A and foreign direct investments and regulations in the energy and infrastructure sectors, particularly on oil and gas transactions and major project developments in West Africa. Managing partner Adeleke Alex-Adedipe's varied practice spans corporate, banking and securities, as well as real estate and projects.

Practice head(s):

Adeniyi Duale; Adeleke Alex-Adedipe

Jackson, Etti & Edu

At Jackson, Etti & Edu, Folasade Olusanya has an impressive track record of advising managers and investee companies on complex multi-jurisdictional M&A, private equity, and venture capital. She also deals with issues relating to corporate governance and represents clients from sectors spanning from infrastructure and energy to consumer goods and pensions.

Practice head(s):

Folasade Olusanya

Odujinrin & Adefulu

Odujinrin & Adefulu is well versed in M&A and corporate restructurings and is  instructed by investment banks, domestic and international corporate clients  on regulatory compliance and assistance with day-to-day business operations across various industries. Adeoye Adefulu, Damilola Adetunji and Olubukola Olabiyi jointly lead the practice.

Practice head(s):

Adeoye Adefulu; Damilola Adetunji; Olubukola Olabiyi

Key clients

First Exploration and Petroleum Development Company Limited

Schlumberger Nigeria Limited

Lafarge Africa Plc

International Breweries Plc

RMB Stockbrokers Nigeria Limited

Old Mutual Nigeria Limited

Addax Petroleum Development Company Limited

Duport Marine Limited

Oro Homes Products Limited

Asset and Resources Management Company Limited

OVH Energy Marketing Limited

Organic Western Livestock Farm Limited

PEL Homes and Construction Limited

Zenith Assets Management Limited

Jos Electricity Distribution Plc

Linetrale Group/Coronation Capital

Everest 8800 Limited

Chemarome

UPDC Hotels Limited

Uhuru Capital Limited

Chapel Hill Denham Management Limited

Kelloggs Brown & Root Nigeria Limited

West Africa Forest Plantations Limited

African Export Import Bank

Work highlights

  • Advised International Breweries Plc in raising approximately $456.4m through a rights issue.
  • Acted as Nigerian counsel to Morgan Stanley & Co, Citigroup Global Markets, Alpha Bank, Ambrosia Capital, Eurobank Ergasias, National Bank of Greece and Piraeus Bank in connection with a proposed high-yield Reg S/Rule 144A bond transaction for the issuance of senior secured notes by a finance vehicle of the Frigoglass Group incorporated in the Netherlands.
  • Providing Atlantic Nominees Limited, a subsidiary of Union Bank Nigeria Plc with legal advisory services in respect of a proposed divestment of the shares and assets of Atlantic Nominees Limited to Kwawel Nigeria Limited.