Mergers and Acquisitions Checklist

STEPS/PROCEDURE FOR MERGERS & ACQUISITIONS

Applications are received electronically via offerapplications@sec.gov.ng
Documents forwarded will be reviewed, and where there are observed deficiencies, this will be communicated to the applicants.
Note that where deficiencies are communicated, the timeline resets.
In the absence of any deficiency, approval will be granted and communicated.

Note:

The Commission may require other documents or information as may be necessary
Where an issuer had already filed necessary documents with SEC (e.g. Memorandum and Articles of Association (Memart) or certificate of incorporation or certificate of increase in share capital, etc.) the issuer need not file the documents in subsequent transactions, provided the issuer enters into an undertaking that since the previous filing, there has been no change in the documents already filed with the Commission.

Mergers and Acquisitions Checklist
S/N	SERVICES	FEES	TIMELINES (All timelines commence from date of complete filing)	MODE OF APPROVAL	REQUIREMENTS	REFERENCE TO ISA/SEC RULES & REGULATIONS
1)	Merger Notification	Filling fee for pre-merger notice N100, 000 per company. Payment of processing fee is based on the value of Scheme shares using the graduation below: First N500 million = 0. 3% Next N500 million =0.225 % Any sum thereafter =0.15%	Two (2) weeks	Letter	1. Letter of intent to merge 2. Extract of Board Resolutions of the Merging Companies duly certified by a Director and the Company Secretary 3. Information Memorandum 4. Copies of letters notifying the Trade Union of the relevant Industry of the intention of the Companies to merge (where applicable 5. A copy of the letter appointing the Financial Adviser(s) 6. Copies of the Certificates of Incorporation of the merging entities certified by the Company Secretary 7. CAC Status Report 8. Memorandum and Articles of Association of the merging entities duly certified by CAC 9. A letter of No objection from the Companies’ Regulator(s) (where applicable) 10. The Audited Accounts of the merging entities for the preceding five (5) years or the number of years the companies have been in operation if not up to five (5) years 11. Copy of Scheme Document 12. Draft Financial Services Agreement between the merging parties and their Financial Advisers 13. Evidence of increase in Authorized Share Capital (where necessary) 14. Signed and notarised consent letters of the Directors and Parties to the merger 15. Copy of merger implementation agreement and any other agreements executed by the merging parties (where applicable) 16. Agreement between the Companies and their Shareholders’ Representatives (where applicable) 17. A letter of undertaking to file evidence of settlement of all tax liabilities with the Federal Inland Revenue Services (FIRS) 18. Certificate of capital importation (where applicable) 19. List of claims and litigation of the merging parties 20. Draft Proxy forms for each of the merging parties 21. Evidence of payment of processing fee as well as fees for proxy materials as captured in the Appendix on Fees 22. Any other documents that may be required by the Commission	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
2)	Formal Approval Stage	No fee	Two (2) Weeks	Letter	1. Copy of executed Scheme Documents 2. Copy of executed Financial Services Agreements 3. Copy of the executed Order of Proceedings of the merging companies 4. Extract of the executed resolutions passed at the separate Shareholders meetings 5. Scrutineers’ Report by the Reporting Accountant 6. Power of Attorney of Directors who were not present at the separate shareholders meetings (where applicable) 7. Form SEC 6 (where applicable) 8. Evidence of clearance letter from the Federal Inland Revenue Services regarding any tax liability (where applicable) 9. Amended copy of the Memorandum and Articles of Association of the Resultant company (where applicable) 10. Copy of the court-order for the respective meetings 11. Any agreement entered into with the relevant Trade Union (where applicable)	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
3)	Post Approval Document	No fee	2 weeks	File away the transaction	1. Copy of the Court order sanctioning the Scheme within seven days of the Order for registration 2. Notice of the Order shall be published in at least one National Newspaper 3. Copy of the Order shall be published in the Gazette 4. File statement of the actual cost of the scheme 5. File a Report of the completion of the exercise within three (3) months, containing the following information amongst others: i. Arrangement relating to employees of the dissolved Companies. ii. Settlement of shareholders of the dissolved companies. iii. Utilization of monies injected into the company (where applicable) 6. Report on Share Adjustment (as provided in the Scheme Document where applicable).	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
4)	Acquisitions	Filling fee for Acquisition N100, 000. Payment of processing fee is based on the value of the shares using the graduation below: First N500 million = 0. 3% Next N500 million =0.225 % Any sum thereafter =0.15%	Two weeks	Letter	1. Copy of Information Memorandum on the proposed acquisition 2. Extracts of Board Resolutions of the acquirer and the Target Company agreeing to the acquisition signed by the Company’s Secretary and a Director 3. A recent CAC certified true copy of the Memorandum and Articles of Association of the acquirer and the target company 4. Certificate of Incorporation certified by the Company Secretary of the acquirer and the target company 5. Extracts of shareholders resolution of the Acquirer and the Target company to be signed by a Director and Company Secretary 6. Summary of the claims and litigation of the Target Company 7. Letter of ‘No Objection’ from the relevant regulatory body (where applicable). 8. Copy of mandate letter(s) appointing the financial adviser(s). 9. CAC Status Report. 10. Notarized consent of Directors of the acquirer and the target company. 11. Financial Services Agreement between the Acquirer and the Target Company and their respective Financial Advisers. 12. Share Purchase Agreement and any other relevant agreement executed between the Acquirer and the Target Company. (where applicable) 13. Evidence of payment of relevant fees on the total value of shares being acquired as processing fee 14. Annual report and accounts of both companies for the preceding five years or the period the companies have been in operation if less than five years 15. Sources of fund to finance the acquisition shall be clearly disclosed and backed by documentary evidence 16. Report of valuation of shares and assets of the target company. (where applicable)	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
5)	Post – Acquisition	No fees	N/A	File away the transaction	After a ‘No Objection’ has been granted, the parties are required to file a report of compliance with the terms of approval within three months. The report shall be forwarded with the following: 1. Executed share and (or) asset purchase agreement 2. Evidence of settlement of purchase consideration (where applicable) 3. Evidence of settlement of severance benefit of employees that may lose their jobs as a result of the acquisition 4. Evidence of settlement of dissenting shareholders (where applicable) 5. Draft newspaper publication of the acquisition	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
6)	Divestment	Filing fee for Divestment N100,000	1 week	Letter	1. Copy of Information Memorandum on the proposed divestment 2. Extracts of board resolutions of the public company approving the divestment signed by the company’s secretary and a director. (where applicable) 3. Extracts of the shareholders’ resolution of the public company approving the divestment to be signed by a director and company secretary. (where applicable) 4. A copy of “No Objection” letter from the relevant regulatory body (where applicable) 5. Share/Asset purchase agreement and any other relevant agreement executed between the acquirer and the acquiree (where applicable) 6. Report of valuation shares/assets relied on by the board of directors 7. Notarized consent of Directors of the acquirer and the target company	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
7)	Post Divestment	No fees	N/A	File away the transaction	There shall be an announcement of the divestment on the floor of any exchange on which the company is listed or has its securities trading, or a publication in at least two national dailies for unlisted companies. 1. Executed share/asset purchase 2. Evidence of settlement of purchase consideration 3. Evidence of settlement of severance benefits of employees who may lose their jobs as a result of the acquisition (where applicable) 4. Copy of the publication in at least two national dailies or evidence of announcement on the floor of the relevant exchange	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
8)	Takeover- Application for Authority to Proceed	Filling fee for Take-over: N100, 000	2 weeks	Letter	1. Copy of Information Memorandum 2. A letter of “No Objection” from the relevant Sector Regulator (where applicable) 3. Extracts of Shareholders and Board Resolutions of the offeror approving the takeover 4. Copy of the Certificate of Incorporation of the offeror certified by the Company Secretary 5. Copy of the Memorandum and Articles of Association of the offeror certified recently by the Corporate Affairs Commission 6. Copy of letter(s) from the offeror appointing the Financial Adviser(s) to the transaction 7. Audited accounts of the offeror for the preceding period of five years or for the number of years the company has been in operation if less than five (5) years 8. Evidence of payment of filing fee	Part XII Investment and Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
9)	Registration of Take-over Bid	Payment of Processing fee based on value of shares to be taken over as graduated below First N500 million = 0.3% Next N500 million = 0.225 % Any sum thereafter = 0.15%	Two (2) weeks	Letter	Upon the receipt of Authority to proceed with a Takeover Bid, the following documents shall be filed with the Commission: 1. Copy of the Takeover Bid 2. Consent letters of Directors and other parties to the transaction 3. CAC Status Report 4. Copy of Draft Financial Services Agreement between the Financial Advisers and the offeror, and any other agreement (s) entered into in the course of the transaction 5. Annual Report and Accounts of the offeror for the preceding period of five years or such number of years the company has been in operation if less than five (5) years 6. Evidence of payment of the relevant SEC fees based on the value of shares to be taken over 7. Draft notice of the Takeover Bid to be published by the offeror in at least two national daily newspapers 8. Evidence of source of funds 9. Certificate of capital importation (where applicable) 10. Any other document as may be required by the Commission	Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
10)	Filing of Result of Takeover	No Fees	N/A	File away the Transaction	Upon registration of the Take-over Bid, the offeror shall launch the bid by officially opening the Bid to the shareholders of the target company, which shall remain in force for such period as was approved by the Commission. When the Bid is closed, the offeror shall file the results of the bid with the Commission within seven (7) working days of the conclusion of the offer detailing the following: 1. Summary of Acceptances 2. Acceptance Forms 3. Full list of Acceptances 4. Rejected Acceptances 5. Draft Newspaper Announcement 6. Evidence of settlement of purchase consideration 7. Evidence of payment of processing fee	Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
11)	Corporate Restructuring- Application for No-Objection	Filling fee for Restructuring N100, 000 Processing fee based on value of the consideration as graduated below First N500 million = 0.3% Next N500 million = 0.225 % Any sum thereafter = 0.15%: First N500 million = 0. 3% Next N500 million =0.225 % Any sum thereafter =0.15%	Two (2) weeks	Letter	1. Resolution of the directors authorizing the restructuring 2. Draft Copy of the explanatory statement to be dispatched to shareholders on the proposed corporate restructuring 3. Copy of the valuation report relied on by the board of directors where the transaction involves a disposal of assets, business, subsidiaries or other material property 4. Letter of no objection from the company’s primary regulator (where applicable) 5. Where the restructuring involves the issue of shares or other securities of a public company, the provisions of these rules on registration of securities shall be complied with; 6. Draft Scheme document (where applicable) containing the following information: i. Directors of the companies; ii. Profile/share capital history of the companies; iii. Shareholding structure of the companies; iv. Directors beneficial interest; v. Status of the subsidiary (ies) after the external restructuring; vi. Status of the shares of the combined company; vii. Percentage or level of involvement of the combined companies (if they have similar products); 7. Any other information or document required by the Commission from time to time For transactions involving a carve-out, the following additional information shall be provided to the Commission and the Shareholders in the Explanatory Statement/Information Memorandum: 1. The value of the assets and liabilities to be transferred 2. A proforma financial statement for the company post transaction (This should be a pro forma balance sheet and pro forma income statements based on the historical financial statements of the company and the disposed business, including adjustments intended to show how the disposal might have affected those financial statements) 3. A schedule of assets and liabilities) including material contracts (including the value) should be made available for inspection 4. Management Account for the company for the most recent interim date filed under oath 5. Information on the composition of the new subsidiary (Board and Management) 6. Fixed Assets Schedule of Company and the new subsidiary 7. Contingent Liability to new subsidiary from the contracts to be acquired 8. A proforma financial statement for new subsidiary post-restructuring 9. A summary of all contracts to be transferred provided in one composite document, and certified by the Company Secretary; 10. Memorandum and Articles of Association of the new subsidiary	Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
12)	Formal Approval Requirements for Corporate Restructure	No fees	N/A	Letter	1. Copy of Scheme document of restructuring duly executed by the parties to the transaction 2. Copy of duly executed shareholders’ resolution passed at the separate Court Ordered Meeting(s) approving the Scheme 3. Scrutineer’s report showing the results of the voting exercise 4. Powers of Attorney of Directors who were absent at the separate Court Ordered meeting(s) 5. Copy of the order convening the meeting 6. Copy of the executed order of proceedings of the entities involved 7. Any other document which the Commission may require	Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
13)	Post Approval Requirement for Corporate Restructure	No fees	N/A	Letter	1. Copy of the court order sanctioning the scheme within seven (7) days of court sanction 2. Copy of the newspaper publication of the court order 3. Statement of the actual cost of the scheme 4. Report on the settlement of shareholders 5. A notification of completion or otherwise of the exercise within three months 6. Any other documents that may be required by the Commission
14)	Share Capital Reconstruction- Application for No-Objection	Filing fee of N100,000	Two weeks	Letter	1. Draft copy of the explanatory memorandum to be circulated to shareholders 2. Letter of no objection from the primary regulator of the company (where applicable) 3. Letter of no objection from the Financial Reporting Council 4. Certified copy of the Board Resolution recommending the reconstruction for the approval of the shareholders of the Company 5. Evidence of payment of processing fees of N1,000,000 (One Million Naira); 6. Such other document as may be required by the Commission	Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)
15)	Post Share Reconstruction Filing	No fees	N/A	File away the transaction	1. Duly completed Form SEC 6 2. Extract of the Shareholders Resolution authorizing the capital reconstruction 3. Copy of the newspaper publication of the notice of the meeting 4. Copy of the court order confirming the reconstruction where it involves a reduction 5. Evidence of satisfaction or compliance with any condition specified in the Articles of the Company (where applicable) 6. Certified True Copy of the CAC Form reflecting the reconstructed shares of the company	Securities Act (ISA) 2025 Amendment to the Rule On Mergers, Take-Overs and Acquisitions (August 30, 2021)