Merger Control In Nigeria: The Sorting Exercise

Part 1 of a three-part series on merger approval in Nigeria.

Introduction

There is no distinct code of “merger law” in CAMA 2020 and ISA 2025. These Acts only include a facility for effecting a scheme of arrangement, compromise, take-overs or reconstruction in Chapter 27 of the CAMA 2020 and Part XII of the ISA 2025, as a court driven procedural mechanism that a company may use to reorganize its share capital, compromise with creditors, or transfer its undertaking to another company in pursuance of a scheme proposed for a compromise, arrangement or reconstruction between two or more companies or the merger of any two or more companies.

Section 92(1) of the FCCPA 2018, by contrast, provides that a merger occurs when one or more undertakings directly or indirectly acquire or establish direct or indirect control over the whole or part of the business of another undertaking, and that such a merger may be achieved in any manner, including through the purchase or lease of the shares,