Nigeria merger control (2019)
Produced in partnership with Bowmans
Nigeria merger control (2019)

The following Competition guidance note Produced in partnership with Bowmans provides comprehensive and up to date legal information covering:

  • Nigeria merger control (2019)
  • 1. Have there been any recent developments regarding the Nigerian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Nigeria?
  • 2. Under Nigerian merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the Securities and Exchange Commission?
  • more

A conversation with Tamara Dini, partner, Shakti Wood, senior associate, and Odie Strydom, knowledge consultant at regional law firm Bowmans, on key issues on merger control in Nigeria.

NOTE–to see whether notification thresholds in Nigeria and throughout the world are met, see Where to Notify.

NOTE–this guide is being updated to reflect the provisions of the new regime following the announcement of new notification thresholds.

1. Have there been any recent developments regarding the Nigerian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Nigeria?

In February 2019, Presidential assent was given to the new Federal Competition and Consumer Protection Act of 2019 (FCCP Act); this follows approval by the Nigerian Parliament in December 2018.

The FCCP Act introduces a new competition law regime, including the establishment of a new competition authority, the Federal Competition and Consumer Protection Commission (FCCPC). In relation to merger control, the provisions of the FCCP Act include:

  1. new notification thresholds

  2. joint ventures will be caught

  3. there will be both de facto and de jure forms of control

  4. the maximum fine for failure to file notifiable transactions will be 10% of turnover.

The new merger control regime became active once the notification thresholds were set by the FCCPC. The new thresholds, which were announced