Mergers and Acquisitions Checklist

STEPS/PROCEDURE FOR MERGERS & ACQUISITIONS

Documents are filed at the Office of the Director General (ODG)
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.

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 N50,000 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%	6 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. Certified True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment, and particulars of directors. This should bear the original stamp of the CAC. 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. Evidence of payment of merger filing fee of N50, 000.00 (Fifty Thousand Naira only) per merging entity 12. 2 hard copies of Scheme Document and an electronic copy 13. Draft Financial Services Agreement between the merging parties and their Financial Advisers 14. Evidence of increase in Authorized Share Capital (where necessary) 15. Signed and notarized consent letters of Directors and Parties to the merger 16. Copy of merger implementation agreement and any other agreements executed by the merging parties (where applicable) 17. Agreement between the Companies and their Shareholders’ Representatives (where applicable) 18. A letter of undertaking to file evidence of settlement of all tax liabilities with the Federal Inland Revenue Services (FIRS) 19. Certificate of capital importation (where applicable) 20. List of claims and litigation of the merging parties 21. 2 Copies of draft Proxy forms for each of the merging parties 22. Evidence of payment of processing fee as well as fees for proxy materials as captured in the Appendix on Fees 23. Evidence of dispatch of Scheme documents to the shareholders of the merging parties	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
2)	Formal Approval Stage	No fee	2 weeks	Letter	1. Copies of executed Scheme Documents 2. Copies of executed Financial Services Agreements 3. Copies 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 convening the respective meetings 11. Any agreement entered into with the relevant Trade Union (where applicable)	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
3)	Post Approval Documentation (Mergers)	No fee	2 weeks	File away the transaction	1. A copy of the Court order sanctioning the Scheme within seven days of the Order for registration 2. A Notice of the Order shall be published in at least one National Newspaper 3. A 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). iv. General implementation of the merger as provided by Section 122 (6) of the ISA. v. Report of the Shareholders’ Representatives (where applicable) 6. Report on Share Adjustment (as provided in the Scheme Document where applicable).	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
4)	Acquisitions	Filling fee for Acquisition = N50,000 Payment of processing fee based on the value of the company/Asset to be acquired in the graduation fee below. First N500 million = 0. 3% Next N500 million =0.225 % Any sum thereafter =0.15%	60 days	Letter	1. Two draft copies 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. A copy of ‘No Objection’ letter from the relevant regulatory body (where applicable) 8. Copies of mandate letter(s) appointing the financial adviser(s) 9. CAC certified Forms i.e., CAC 7 and CAC 2 of the Acquirer and the Target Company 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 application fee (see Appendix) 14. Evidence of payment of relevant fees on the total value of shares being acquired as processing fee 15. 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 16. Sources of fund to finance the acquisition shall be clearly disclosed and backed by documentary evidence 17. Report of valuation of shares and assets of the target company (where applicable)	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
5)	Post – Acquisition	No fee	2 weeks	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 of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
6)	Takeover Bid – Application for Authority to Proceed	Filling fee for Takeover: N50,000	1 week	Letter	Applications for the processing of Take-over should be filed with the Commission by the Financial Advisers to the offeror in duplicates. The Financial Advisers shall be capital market operators who are registered with the Commission to function as Issuing Houses. Take-over applications shall be processed in three stages: • Application for authority to proceed • Filing of a draft take-over bid • Filing of executed documents Prior to making a take-over bid, an offeror shall file an application for Authority to proceed with a Take-over along with the following documents: 1. Two copies 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 (where applicable) 4. Copy of the Certificate of Incorporation of the offeror certified by the Company Secretary (where applicable) 5. Copy of the Memorandum and Articles of Association of the offeror certified recently by the Corporate Affairs Commission (where applicable) 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 (where applicable) 8. Evidence of payment of filing fee	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
7)	Registration of Takeover Bid	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%	60 days	Letter	Upon the receipt of Authority to proceed with a Takeover Bid, the following documents shall be filed with the Commission: 1. 2 draft copies of the Takeover Bid 2. Consent letters of Directors and other parties to the transaction 3. Certified copy of Form CAC 7 and Form CAC 2 of the offeror (where applicable) 4. A 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 (where applicable) 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)	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
8)	Filing of Result of the Take-over Bid	No fee	2 weeks	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	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
9)	External Restructuring	Filling fee for Restructuring N50,000 Processing fee based on value of shares to be exchanged using graduation below. First N500 million = 0.3% Next N500 million = 0.225 % Any sum thereafter = 0.15%	4 weeks	Letter	External Restructuring applies to the restructuring among a group of companies and other related party transactions. Parties undertaking an External Restructuring shall file an application with the following documents: 1. Shareholders resolution of the companies approving the external restructuring 2. A copy of the Certificate of Incorporation of the entities certified by the company secretary 3. CAC certified true copies of Form CAC 7 (Particulars of Directors) and CAC 2 (Return of Allotment) 4. No objection letter from regulatory authority (where applicable) 5. Scheme of External Restructuring 6. Consent letters of parties to the transaction 7. Board Resolutions of the entities involved in approving the restructuring 8. Financial Statements of the entities for the last two (2) financial years 9. Evidence of payment of application and processing fees 10. Form SEC 6 (where applicable)	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
10)	Formal Approval Requirement for External Restructuring	No Fees	N/A	Letter	Where the Commission is satisfied with documents listed in item above, a letter of ‘No Objection’ shall be issued to enable the parties proceed to file an application with the Federal High Court seeking an order to convene a Court-Ordered Meeting for the shareholders to consider and approve the scheme. Where the scheme is approved by the shareholders at the Court-Ordered Meeting, the parties shall file with the Commission, an application for formal approval with the following documents: 1. Two copies of each Scheme of restructuring duly executed by the parties to the transaction 2. Copies 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 prepared by the Reporting Accountants 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. Copies of the executed order of proceedings of the entities involved	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
11)	Post Approval Requirement for Restructuring	No fee	N/A	Letter	Upon obtaining the Commission’s approval, the parties shall proceed to obtain the court order sanctioning the scheme and shall file the following documents with the Commission: 1. A copy of the court order sanctioning the scheme within seven (7) days of court sanction 2. A copy of the newspaper publication of the court order 3. A 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	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)
12)	Management Buy-out	Filling fee of N50,000 Processing fee based on shares acquired using the graduation below First N500 million = 0. 3% Next N500 million =0.225% Any sum thereafter =0.15%	60 days	Letter	1. Resolution of the shareholders of the target company approving the Management Buyout 2. Resolution of the Management Team of the target Company to undertake the Management Buyout of the target company 3. Board Resolution of the target company signed by a director and the company secretary 4. A copy of the certificate of incorporation of the target company and the Acquirer 5. Form CAC 2 and Form CAC 7 of the parties to the transaction 6. Memorandum and Articles of Association of both parties to the transaction 7. Two copies of the Information Memorandum which shall contain the following: a) List of Claims and Litigations of the target company b) Consent Letters of the parties to the transaction; c) Evidence of Source of Funds of the Management Team	Part XII of the Investment and Securities Act (ISA) No. 29, 2007 Part I of the Rules & Regulations of the Securities & Exchange Commission 2013 (as amended)