ABSTRACT

In this article, we would be exploring the legal framework of merger and acquisition in Nigeria. A Company for the purpose of growth and development may take a decision to restructure its outlooks. This restructuring may be done not just on the outlook of the company but also on the operational capacity of the company. The need for corporate restructuring may arise as a result of the company’s desire to reorganize its operational composition to achieve greater growth in the economic scale or as a result of the downward financial meltdown of the company thereby restructuring to remain in business.

This essay seeks to explore the legal framework governing the operation or activities of mergers and acquisitions in Nigeria. Merger and Acquisition is a unique field in the Nigeria legal system, and this is connected to the limited expertise in this area. The significance of this research is to provide local and foreign investors with the whither know-how of the practice of merger and Acquisition in Nigeria.

The legal framework of merger and Acquisition as to be discussed here entails a close look at the laws regulating merger and Acquisition in Nigeria as well as the regulatory bodies and institutions regulating the operation of Merger and Acquisition in Nigeria.

We will also be looking at merging entities technique during the past decades as well as the challenges that deter the complete success of their choice of restructuring.

INTRODUCTION

 Merger and acquisition occurs when two or more organization joins all of their operations to acquire enhanced productivity. Merger refers to any takeover of one company by another when the businesses of each company are brought in together as one. Succinctly, the concept of merger is a situation where for many strategic and economic reasons, two or more companies come together to form a larger company.[1]

 On the other hand, acquisition entails a buy over of one company usually by a bigger company. In most cases, the company being taken over loses its identity. Whereas under merger it may be agreed that the larger formed company may retain their individual names to form the final name of the merged company[2]

Of recent, Mergers and acquisitions are frequent event in the life and cycles of companies on the basis that they are one of the successful means of enabling companies and economic entities to achieve profits. This could be by entry to new markets, taking advantage of economies and producing a greater number of products and services[3].

In merger, all the powers, rights, duties, liabilities and privileges which were enjoyed or exercised or due to or from the scheme companies could equally be fully enjoyed, exercised or taken by the emerging company[4] it’s a key concept of today’s commercial activities that have contributed greatly towards the expansion of several businesses, thus playing a vital role in the economic development of several nations who have further strengthened the concept by including same in their various laws of which Nigeria is not an exception[5].

 

MEANING OF MERGERS AND ACQUISITIONS

A merger may be defined as the amalgamation of the undertakings or any part of the undertakings or interest of two or more companies and one or more corporate bodies[6]. Merger is the combination of two or more companies to create, a new entity[7].

Simply put, a merger is a form of business combination whereby two or more companies are joined together with one being voluntarily liquidated by having its interest taken over by the other and its shareholders becoming shareholders in the other enlarged surviving company.[8]

The term acquisition was not defined by the Investment and securities Act but it is defined in the Consolidated Securities and Exchange Commission rules[9] as

“….the take-over by a company of sufficient shares in another company to give the acquiring company control over that other company”

Acquisition is the purchase of shares or assets in another company to achieve a managerial influence[10]. It takes place where a company (in most practical cases a larger company) acquires all or a substantial interest in another company. In acquisition a new company does not emerge when interest is acquired in the target company, the acquiring company or the acquired company becomes a subsidiary of the acquiring[11].

 

DISTINCTION BETWEEN MERGER AND ACQUISITION

Merger and acquisition is a form of external expansion, however the two concepts differ.  While merger means “to combine” “acquisition means to “acquire, buy or own something”

Merger alludes to the combination of two or more firms, to form a new company, either by way of amalgamation or absorption, acquisition on the other hand, is a business strategy in which one company takes the control of another company.

Merger is usually done voluntarily by companies while acquisition is done either voluntarily or involuntary[12]

Mergers and acquisitions are fast becoming ubiquitous in the everyday world of international business and the astounding energy with which it is pursued gives credence to its attendant advantages. It is emerging gradually as a unique area of managerial expertise and corporate rejuvenation, in developing countries like Nigeria.

In highlighting the reason why companies emerge, a distinction needs to be made between companies that seek acquisition to add value to their business by achieving a better rate of growth, and those that identify takeover targets where they can capture and exploit the value that already exists in the business, without necessarily creating more growth. There is a distinction between mergers for commercial or strategic reasons, and mergers for investment or management reasons. Corporate raiders primarily are concerned with the potential benefits of takeovers.

 THE RATIONALE FOR THE CONCEPT OF MERGER AND ACQUISITON

There are a plethora of reasons why companies toe the line of mergers and acquisition and they include;

  1. It brings about risks diversification to guard against possible failure or to maximize returns.
  2. Corporate leverage to increase its debt equity ratio.
  3. Stock exchange quotation: to acquire a status which would qualify it to be listed and quoted in the stock exchange market.
  4. Technological drive through mergers: Companies can obtain improved technology known from acquired company. Also it can bring about standardized products, specifications and enabling value analysis to be applied giving economic in tooling cost.
  5. Economics of scale to enhance and expand productive capacity
  6. Desire for growth and increased market share.
  7. To survive regulatory requirements for consolidation take for instance the Central Bank of Nigeria regulatory requirements of 25 billion naira bank consolidation  declared in 2005.

  HISTORICAL BACKGROUND OF MERGERS AND ACQUISITION IN   NIGERIA

Mergers and acquisitions worldwide happen as a result of economic or technological factors. The early mergers were recorded between 1897 and 1904 in Europe and America. Most companies then were merging for the purpose of monopoly, in order to create a bigger company that would dominate or have a lion’s share of the market. However, majority of the mergers failed because the resultant company could not achieve improved efficiency and ultimate higher productivity. Thus, in 1903, there was an economic recession and most first wave mergers broke up. The mergers further melted in 1904 following the great stock market crash of the year, similar to the one being currently experienced worldwide.

This modern movement has since seen truly indigenous companies participate in mergers and acquisition either as acquirer or targets. The earliest case includes the 1912 acquisition of Anglo African Bank established in 1899 by the then British Bank of West Africa established in 1892. These entities metamorphosed into today’s First Bank of Nigeria Plc and since then, a lot of other companies have keyed in.

The Securities and Exchange Commission (SEC) was created to regulate firms going into mergers and acquisitions in 1982. In effect, companies going into mergers and acquisitions must obtain the approval of SEC and Federal High Court. The approval of the Nigeria Stock Exchange (NSE) is only needed if the merging companies are quoted on the Nigerian Stock Exchange or have foreign shareholding. Mergers involving banks must also be approved by the Central Bank of Nigeria (CBN).

In 2014, a significant level of mergers and acquisitions was recorded in various sectors of the Nigerian economy. In 2014 alone, Nigeria recorded 24 mergers and acquisition[13], this was driven by the continued divestment by banks from non-core financial services following the repeal of the universal banking regime in 2010 by CBN, commercial banks were directed to divest from their non-banking activities or adopt a holding company structure in the event that they choose to retain their non-banking activities which created significant mergers and acquisitions opportunities in 2014 and 2015[14]

The merger in 2014 was driven largely by the continuing divestment by banks from non-core financial services. The total value of merger and acquisition that took place was put at about N500billion, according to one analyst’s estimate, about three mergers and 21 acquisitions were consummated in the year. Mergers and acquisitions within the period were highlighted by major transactions such as the business combination between Nigerian Breweries and consolidated Breweries, the acquisition of main street bank Limited by Skye Bank PLC and acquisition of ConocoPhillips Nigeria’s business by O and O Energy Resources, a subsidiary of Oando PLC.

The biggest transaction was the acquisition of Nigerian businesses of ConocoPhillips (COP) by Oando in a transaction valued at $1.55 billion. In December 2012, Oando, through its subsidiary Oando Energy Resource (OER), had entered into an agreement with COP to acquire COP’s Nigerian businesses for a total cash consideration of US$1.55billion.The payment and government sign-off of the deal was concluded in 2014.

This was followed by acquisition of the entire issued shares of Mainstream Bank Limited from Asset Management Corporation of Nigeria (AMCON) by Skye Bank PLC for total consideration of N120 billion.

The report underlined the on-going divestments by banks as major drivers for merger and acquisitions with nearly half of the transactions directly and indirectly related to change in banking regulatory framework.

The scope of Banking Activities and Ancillary Matters No 3, 2010 requires banks to fully concentrate on core banking functions. The new model, requires banks to either sell all non-core banking businesses or form a holding company to hold such non-core banking businesses including activities such as insurance, asset management and capital market operations. Most banks opted to divest from non-core financial services.

Veritas Registrars Limited acquired 658.3 million ordinary shares, about 45.4 percent equity stake, In Zenith General Insurance Limited from Zenith Bank old. Stacap Limited acquired 100percent equity stake in Union Capital; Markets Limited, a subsidiary of Union Bank of Nigeria PLC. Also, Green Oaks Global Holdings acquired 6.97 billion ordinary shares or 92.75 percent equity stake in Union Assurance Company PLC from Union Bank of Nigeria PLC and its subsidiaries, including Union Homes, UBN properties, Union Trustees and William Street Trustees.

Quad Capital Limited acquired Finbank Securities and Asset management Limited, Oriental Capital Asset Management Limited acquired 100 percent equity stake in Finbank, insurance Brokers Limited, Capital Alliance Private Equity III Limited acquired 3.17 billion ordinary shares or 96.11 percent equity stake in FIN insurance while Capital Limited acquired 2.50billion ordinary Shares in FinBank Capital Limited.

Other acquisitions during the year included acquisition of 334.62 million ordinary shares or 94.7percent equity stake in independent Securities Limited by Butterpot capital Limited, the acquisition of 25million ordinary shares of N10 and N29 million preference shares of N10 in SIM Capital Alliance Limited by ACA Holdings Limited from Sanlam Investments Holdings Limited, acquisition of 100 percent equity stake from Salem Investment Holdings Limited, acquisitions of 100percent equity State by HBCL investment Services Limited in Enterprise Bank Limited  from Restructuring Company Limited I’m Enterprise Bank Limited from Restructuring company Limited and Eligible Securities Limited, and acquisition of 60 percent equity stake in Penman Pensions Limited by Mansard Insurance PLC.

LEGAL REGIME GOVERNING MERGER AND ACQUISITIONS IN NIGERIA

The principal laws regulating mergers and acquisitions in Nigeria is the Investment and Securities Act, Investment and Securities Rules, (“SECRR”), the Companies and Allied Matters Act (“CAMA”) and Regulation 2012. The ISA and the SECRR apply to all companies notwithstanding the sectors they operate in.

In addition to the ISA, the SECRR and CAMA, there are other laws applicable to mergers and acquisitions which are sector or industry specific. For instance, the Central Bank Act and the banks and other financial institution’s Act regulate mergers and acquisition in the banking sector, the Insurance Act applies to mergers and acquisitions in the insurance sector, the Nigerian Communications Act includes provisions that regulate mergers and acquisitions in the telecommunications sector while the Electricity Power Sector Reform Act applies to mergers and acquisitions in the power sector[15] We shall now have a look at the regulatory laws and their specific roles in the process of Merger and Acquisition;

THE INVESTMENT AND SECURITIES ACT ON MERGER

The Act prescribes three regulatory merger regimes by reference to thresholds of combined annual turnover and of assets: a small merger threshold, an intermediate merger threshold and a large merger threshold[16]

The Securities and Exchange Commission (SEC) is empowered to set a lower and an upper threshold of combined annual turnover or to turnover and assets, either generally or by reference to specific industries. Pending SEC prescription, the Act sets the lower threshold at N500, 000,000.00 and the upper threshold at N5billion[17]the intermediate threshold is between the two values.

A small merger is subject to little or no regulation if it is seamless. Parties to a small merger are not required to inform SEC of their merger but may voluntarily do so. The SEC may however require notification of a small merger in order to prevent monopoly and in the interest of the general public[18], in this case, the parties cannot implement the scheme until it is approved by SEC. Both a primary acquiring company and the primary target company in an intermediate or large merger must file notification of the scheme proposal with the SEC[19]

Notice of an intermediate or large merger must also be communicated to any registered trade union that represents a substantial number of its employees or the employees concerned or their representatives, if there is no registered union[20]

Whenever required to consider a merger, the SEC shall;

  1. a) initially in other to determine whether or not the merger is likely to substantially prevent or lessen competition by assessing the strength of competition in the relevant market and the probability the company, after the merger, will behave competitively or co-operatively taking into account the actual and potential level of import competition in the market. The ease of entry into the market including tariff and regulatory barriers the level and trends of concentration, history of collusion and the dynamic characteristics of the market including growth, innovations and product differentiation, the nature and extent of vertical integration in the market whether the businesses or that of a party to the merger is likely to result in removal of effective competition,
  2. b) If the merger is likely to substantially prevent or lessen competition, the SEC must further determine whether, notwithstanding, the merger is likely to result in any technological efficiency or other pro-competition gain which will be greater than or offset the effects of any prevention or lessening of competition that may result from the merger, and
  3. c) Determine whether the merger cannot be justified on substantial public interest grounds by accessing the effect of the merger on a particular industrial sector or region, employment, the ability of small businesses to become competitive and the ability of national industries to compete in international markets[21]

SEC has 20 working days from the date of notification to consider all factors and make a determination to approve or not to approve a merger proposal, though it may extend consideration for a single period not exceeding 40 working days[22]

If the commission is unable to communicate its approval or otherwise within the time frame, the merger shall be deemed to have been approved[23].

The commission is empowered to investigate or appoint an inspector to investigate any merger and to require any party to provide such additional information as may assist the commission is its task[24].

If a majority representing not less than three quarter in value of the shares of members being present and voting either in person or by proxy at each of the separate meetings agree to the scheme, the scheme shall be referred to the commission for approval [25]and thereupon, the Court will sanction the merger[26].

The court in sanctioning the order has power to make provisions for [27];

  • The transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transfer or company,
  • The allotment of appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allowed or appropriated by that company to or for any person,
  • The continuation by or against the transferee company of any legal proceedings pending by or against any transferor company,
  • The dissolution without winding up of any transferor company,
  • The provisions to be made for any persons who in such manner as the court may direct, dissent from the compromise or arrangement, and

Such incidental, consequential and supplemental matters as are necessary to ensure that the reconstruction or merger shall be fully and effectively carried out[28].

By section 128 of the Act,SEC may order the break up of a company if it forms the opinion that it may be in the public’s interest to break up a company which business practices is found to substantially prevent or lessen competition.

 

SECURITIES  AND EXCHANGE COMMISSION RULES ON MERGER AND ACQUISITION.

Merger is classified based on the threshold of the combined assets or turnover or combination of both turn over and assets of the merging companies in Nigeria[29]

The Securities and Exchange Commission Rules in section 422 extends the regulatory ambit of SEC on merger and acquisition involving shares or assets of any private and public companies (LTD and PLC), partnerships and federal government owned -agencies pursuant to statutory powers vested in it.

Although R. 423(1) makes it compulsory for prior review and approval of the SEC for any of the restructuring schemes, R. 424 admits of some exemption of application of the regulation, in some cases. The regulation does not apply to

  1. Holding companies acquiring shares solely for the purpose of investment and not for the purpose of using the shares by voting or otherwise to cause or attempt to cause substantial restraint of competition or tend to create monopoly in any line e.g business enterprise
  2. Small merger is not required to issue pre-merger notice to SEC but shall inform SEC at the conclusion of the merger:

III. There shall not be prior approval of SEC for an acquisition in a private /unquoted public companies with assets or turnover below #500,000,000(five hundred million naira)[30]

By Rule 421(2) SEC Rules 2013, failure by any person covered by this part to comply with the provisions of these rules shall, after being given an opportunity of being heard, be liable to a penalty of N5,000 per day during the period of default

Securities and Exchange Commission can only approve any of the restructuring schemes if:

  • Such acquisition, whether directly or indirectly, of the whole or any part of the equity or other share capital or of the assets of another company, is not likely to cause substantial restraint of competition or tend to create monopoly in any line of business enterprise:
  • The use of such shares by voting or granting proxies or otherwise shall not cause substantial restraint of competition or tend to create monopoly in any line of business, however, Rule 423(2)(c) SEC rules exempts anti-competition rule in circumstances where though the contemplated merger is likely to restrain competition, one of the parties to the merger has proved that it is failing.
  • The rules further requires that parties to merger prepare a detailed information to include; write-up on the proposed transaction including, among other things, a list of other provisions of the same rules.Rules 423(2)(c) thereof, exempts anti-competition rule in circumstance where though the contemplated merger is likely to restrain competition, if one of the parties to the merger can prove that the merger is failing. Parties are also required to submit an analysis of the effect of the transaction on the relevant market including the post transaction on the relevant market including the post transaction market position of the surviving company[31]

Pursuant to Rule 427(1) SEC Rules 2013 prescribed new thresholds for each category of merger. It stipulates as follows:

  • SMALL MERGER: the lower threshold below: N1, 000,000.00(one billion naira)
  • INTERMEDIATE MERGER: between lower and upper threshold: N1, 000,000,000.00(one billion Naira and N5, 000,000,000.00(five billion Naira)
  • LARGE MERGER: above N5, 000,000,000.00(Above five billion naira)

 

 

COMPANY  REGULATION 2012

Regulations 53 of the companies Regulation 2012 sets out requirements for registration of merging companies to include:

  1. Special resolution of each company in the merger scheme –to be filed with CAC within 15 days of passing
  2. Scheme of merger arrangement duly approved by SEC
  3. Court order-notice of the court order sanctioning the scheme shall be filed with CAC within 15 days of its making
  4. Evidence of publication of court order in gazette and at least 1 newspaper
  5. Original certificate of incorporation of each dissolved company for cancellation
  6. Updated annual returns
  7. Updated section 553 filling (where applicable)
  8. Paymentof fees

THE COMPANIES AND ALLIED MATTERS ACT CAP C. 20 (LFN) 2004

In spite of the transfer of the relevant sections of CAMA to the ISA, the law still has a considerable impact on mergers, acquisitions and forms of business combinations, arising from the fact that the Corporate Affairs Commission regulates incorporation of Companies. Section 29 of the Act provides for incorporation of names of Companies. In merger transactions, the role of the Corporate Affairs Commission comes in once the parties to the transactions have concluded their negotiations in principle and have adopted a corporation name whether of one of the merging companies or a new name. The name of the new merged company must as a matter of law be registered at the Corporate Affairs Commission. Section 237 of CAMA provides for the registration of copies of every resolution or agreement with the Corporate Affairs Commission. This means that merged companies have regulatory obligations to the Corporate Affairs Commission.

Sections 538 and 539 of CAMA 2004 are very important under the mergers and acquisitions of the companies. Section 538 provides for the arrangement on sale of company during member voluntary winding up. Such must occur by special resolution and the majority must agree that the liquidators be authorized to sell the whole or part of its undertaking or assets to another body corporate. Also section 539 of CAMA 2004 provides for powers to compromise with the creditors and members, which court must sanction before merger could take place. From the above, it can be seen that Corporate Affairs Commission is a principle player in Mergers and Acquisitions in accordance with the statutory provision in the Companies and Allied Matters Act 2004.

THE BANKS AND OTHER FINANCIAL INSTITUTIONS ACT (BOFIA)

In Banks and Other Financial Institutions Act (BOFIA) No. 25, the rules and regulations on reconstruction, reorganization, mergers, and disposal etc. of banks are provided for in section 7 of the Act. In essence, the Act has considerable impact on mergers, acquisitions and other forms of business combination as they relate to banks. The provisions in section 5(1) states that:

Except with the prior consent of the Governor, no bank shall enter into an agreement or arrangement:

  1. a) which results in a change in the control of the bank.

b)for the sale, disposal, or transfer howsoever of the whole or any part of the business of the bank.

c)for the amalgamation or merger of the bank with any other person.

  1. d) for the reconstruction of the bank
  2. e) to employ a management or to transfer its business to any such agent.

The implication of these is that the Securities and Exchange Commission (SEC) requires a no-objection letter before processing mergers, acquisitions, and business combinations for approval. To that extent, therefore, the Central Bank of Nigeria (CBN) has a very significant role in the regulation of mergers and acquisitions and other combinations as they affect banks.

The combined effect of Section 7(1) BOFIA and Section 118 (1) ISA 2007 is that any two or more banks wishing to merge must first obtain the prior consent of the Central Bank of Nigeria (CBN) and the overriding formal approval of the Commission before merging . This is the case because, by virtue of section 118 (1) ISA 2007, every merger, acquisition or business combination between or among companies shall be subject to the prior review and approval of SEC as the apex regulator of the securities market, notwithstanding anything to the contrary contained in any other enactment.

 Section 7 (1) BOFIA will not apply to a takeover bid for a bank since the target bank will not be the one entering into “agreement or arrangement”In the takeover bid, it is the target banks‟ shareholders who enter into such an agreement,the target bank is a stranger.

CHALLANGES OF MERGERS AND ACQUISITIONS IN NIGERIA

   Though mergers and acquisitions ensure the expansion of a company’s operation, it is not without its negative consequences.  Despite the regulatory frameworks in place to ensure a smooth take-over or merger of companies, often times this frameworks and theoretical approach fail to achieve its goals. Usually, the conflict in cultural and social realities may lead to difficulty in achieving set-goals.

 Furthermore, the conflict of interests and mistrust by promoters do serve as an obstacle to the success of mergers and acquisition. It has also been noticed that lack of adequate knowledge or experience, coupled with the paucity of experts in the field, often lead to failures of mergers and acquisitions. So also, a merger that is not well managed may often lead to collective catastrophe and synergy suicide[32]. Here are some of the other challenges;

  • Procedures are relatively complex because each process and procedure must be selectively followed.
  • Disruption of customers and suppliers is likely during the process of mergers and acquisition thereby causing dissatisfaction to the customers
  • Acquiring corporation assumes all of seller’s liabilities –fixed, contingent, known or unknown.
  • Corporate representations and warranties do not survive the closing of the merger or acquisition.
  • Shareholders of the seller and buyer may dissent and exercise appraisal rights.
  • Shareholders of the seller and the buyer must meet and vote in favor of a merger thereby causing unnecessary delay before the consummation of the merger.
  • In acquisition, the selling corporation loses its identity, while in merger the selling corporation may or may not lose its identity depending on the type of merger

CONCLUSION AND RECOMMENDATIONS

CONCLUSION

Merger and Acquisition should be given a place under the Nigerian economy as they remain visible tools of combating corporate decay resulting from managerial ineptitude, low capacity utilization and funding constraints. The scheme is capable of attracting foreign investments and expertise, which drive and sustain industrial and economic growth. In the light of the various advantages associated with mergers and acquisition, special tax incentives such as tax holidays or deductions for newly merged companies or acquired companies should be encouraged to help promote merger and acquisition in the Nigeria’s economy. This will in its own little way not only enthrone the merger culture in Nigeria but will provide the needed impulse for merger activities

RECOMMENDATIONS

Where there are differences in culture, technology and marketing needs, managers wield the necessary freedom to manage the competitive and functional strategy and respond to market pressures. Introduction of unnecessary rigid new system may not be appropriate for the new business acquired companies and thus the procedure of merger and acquisition must be relatively flexible.

There should be a re-orientation of board members or promoters of companies on the need to change their cultural thinking away from fear and mistrust when mergers and acquisition arises. They should have a positive and not a negative viewpoint on major managerial issues.

Also, recognized experts in the field of mergers and acquisition should be well consulted for the smooth and successful implementation of the merger. In doing this, legal opinion of proposed mergers and acquisition should be sought and obtained from legal experts in the field. This will provide the companies with a forward thinking mentality that will help foresee the probable challenges and how to resolve them. This is the case with the regulatory frameworks that govern the implementation of mergers and acquisition

REFERENCES

TEXT BOOKS

1.E.Okwor “Mergers and Acquisition .The Environmental and Practical Considerations in E.O .Chiejinar issues in mergers and Acquisition for the insurance Industry (2005),ch 1.p6

  1. Overview of mergers and Acquisition under Nigerian Law by Omoayo Akinrinwa (2017).UNILAG Law Review 1 Vol 1 (No .1)

3.Essentials Of Corporate Law Practice In Nigeria, Nelson C. S Ogbuanya At page616 and 617

  1. Company Securities :LAW AND PRACTICE Second Edition by Prof. Joseph E. O Abugu …see p g 308-310

STATUTES

  1. Investment and Securities Act,Cap ,124,LFN,2004
  2. Consolidated Securities and Exchange Commission Rules 2013
  3. Companies and Allied Matters Act C20 LFN 2004
  4. Companies Regulations 2012
  5. Banks and Other Financial Institutions Act (BOFIA) footnote 33 BOFIA No 25

 

INTERNET SOURCES

1.Abubakar ,G.Abubakar B.M and Umar n.s (2014)”Procedural Issues in merger, and Acquisition of Companies a companion  between Nigerian and Indian” European Journal of Business and Management  vol.6 No.8 at P .111 2.Available at http://www.iiste .org /Journals /index .php/article /view /1542pdf visited 7/01/19

[1] See Lagos State Bulk Purcahsing Corporation v Purification techniques (Nig)Ltd(2013) 7

3.[1] Idigbe ,T “Mergers and Take over  Procedure under ISA 2007 at P.I available at www.nigerianlawguru.com)articles pdf visited 8/1/2017

4.[1] European Central Bank,2000,Gaughan200,Jagarsing ,2005,Awasi Mohamad and Vijay Baskar,2009.

Consolidated Securities and Exchange Commission Rules 2013

[1]5.Merger and Acquisition in Nigeria –The Legal procedure written by the  commercial and corporate Law Department at Resolution Law firm Nigeria accessed at https://resolution lawng.com/procedure accessed on the 10/01/19

6.[1] Nigeria  Records 24 merges and Acquisition “The Nation Nigeria 10 June 2015 accessed 11th January 2018

7.[1] R Oladosu and A. Alex-Adedipe “Nigerian Mergers and Acquisition in2014 and the Outlook for 215”Availabe at http;/www.aluko-Oyebode .com /resources /Nigerian-mergers-acquisition –in-2014 and the outlook-for 2015 accessed 11/01/2019

8.Differences between Merger and Acquisition  by Key Differences written on May, 2015 by Surbhi S-12,accessed at harps :Key differences.com/difference -between -merger -and -acquisition html accessed on 11/01/2019

9.ACAS -LAW  on Mergers and Acquisitions in Nigeria :Laws and Procedure) by Olujimi Bucknor  accessed on 16/01/2019 at HTTP acquisition in Nigeria-olujimibucknor)

[1] E.Okwor “Mergers and Acquisition .The Environmental and Practical Considerations in E.O .Chiejinar issues in mergers and Acquisition for the insurance Industry (2005),ch 1.p6

[2]  Overview of mergers and Acquisition under Nigerian Law by Omoayo  Akinrinwa  (2017).UNILAG Law Review 1 Vol 1 (No .1)

[3] Abubakar ,G.Abubakar B.M and Umar n.s (2014)”Procedural Issues in merger, and Acquisition of Companies a companion  between Nigerian and Indian” European Journal of Business and Management  vol.6 No.8 at P .111 Available at http://www.iiste .org /Journals /index .php/article /view /1542pdf visited 7/01/19

[4] See Lagos State Bulk Purchasing Corporation v Purification techniques (Nig)Ltd(2013) 7

[5] Idigbe ,T “Mergers and Take over  Procedure under ISA 2007 at P.I available at www.nigerianlawguru.com)articlesp d f visited 8/1/2017

[6] Section 119 Investment and Securities Act,Cap ,124,LFN,2004

[7] European Central Bank,2000,Gaughan200,Jagarsing ,2005,Awasi Mohamad and Vijay Baskar,2009.

[8] Investment and Securities Act 2007

[9] Rule 421,Consolidated Securities and Exchange Commission Rules 2013

[10] SUPRA

[11] Merger and Acquisition in Nigeria –The Legal procedure written by the  commercial and corporate Law Department at Resolution Law firm Nigeria accessed at https://resolution lawng.com/procedure accessed on the 10/01/19

[12]Differences between Merger and Acquisition  by Key Differences written on May, 2015 by Surbhi S-12,accessed at harps :Key differences.com/difference -between -merger -and -acquisition html accessed on 11/01/2019

[13] Nigeria  Records 24 merges and Acquisition “The Nation Nigeria 10 June 2015 accessed 11th January 2018

[14] R Oladosu and A. Alex-Adedipe “Nigerian Mergers and Acquisition in2014 and the Outlook for 215”Availabe at http;/www.aluko-Oyebode .com /resources /Nigerian-mergers-acquisition –in-2014 and the outlook-for 2015 accessed 11/01/2019

[15]ACAS -LAW  on Mergers and Acquisitions in Nigeria :Laws and Procedure) by Olujimi Bucknor  accessed on 16/01/2019 at HTTP acquisition in Nigeria-olujimibucknor)

[16] Section 119(2)

[17]16 Section 120 (2)

[18]Section 122

[19]Section 123

[20] section 123(2)

[21] Section 121

[22]Sections 122 (5) and 125(1)and (2)

[23] 21 Section 125(3)

[24]section124

[25]section 121(5)

[26] section 121(4)

[27]Section 122(6)

[28] Company Securities :LAW AND PRACTICE  Second Edition by Prof. Joseph E. O Abugu …see p g 308-310

[29]see: R 427 (2) SEC Rules 2013

[30]Essentials Of Corporate Law Practice In Nigeria, Nelson C. S Ogbuanya At 644

[31]Rule 426(1)(v), SEC Rule

[32]. Okwor, “Mergers Acquisition: The Environmental and Practical Considerations” in E.O. Chiejina,Issues in Mergers & Acquisition for the Insurance Industry(2005),Ch. 1, p. 6 note 15 pg 34

chas
Author: chas