As noted in our earlier publication on the subject, the recently enacted Federal Competition and Consumer Protection Act, 2018 (“FCCPA”) conferred regulatory oversight over mergers, acquisitions and other business combinations (“Merger Transactions”) on the Federal Competition and Consumer Protection Commission (“FCCPC”). Please see our initial publication on the subject: http://www.acas-law.com/resource/blog/The_New_Merger_Regime_%E2%80%93_Issues_Arising.
Pursuant to the FCCPA, the FCCPC is required to, among others, determine the threshold for Merger Transactions. However, the FCCPC is yet to set, gazette and publish thresholds and rules applicable to Merger Transactions as required and this has generated uncertainty as to the merger regime in Nigeria. To provide regulatory clarity on the new merger regime during the transition period that commenced on 3 May 2019, the Securities and Exchange Commission (“SEC”) and the FCCPC recently issued a joint notice regarding the review of Merger Transactions.
The key points of the notice are as follows:
· The SEC and the FCCPC will jointly review all notifications and filings;
· The FCCPC will convey the decisions in respect of such reviews;
· The reviews will be conducted on the basis of the provisions of the SEC regulations, guidelines and fees;
· New notifications are to be filed at the FCCPC’s office in Abuja or at the SEC/FCCPC interim joint merger review desk at the SEC’s office in Abuja or Lagos;
· All applicable fees are to be paid to the FCCPC; and
· Pending notifications received by the SEC will also be subject to the interim review process and the FCCPC will convey the decisions in respect of the same.
The joint notice by the SEC and the FCCPC which provides clarity on the merger regime for pending and proposed merger deals, will apply until the publication of new merger rules by the FCCPC. It is however important for the FCCPC to expedite the process of issuing new merger rules to ensure regulatory certainty.
The contents of this news alert are meant for the general information of our clients and friends and do not amount to legal advice. All enquiries on the subject may be made to: email@example.com
Adepetun Caxton-Martins Agbor & Segun
9th Floor, St. Nicholas House, Catholic Mission Street, Lagos Island, Lagos State, Nigeria.
Telephone: +234 (1) 462 2094; 462 2480; 740 6743 Fax: +234 (1) 461 3140