Mergers in Nigeria: What Every Business Needs to Know Before the Deal

Mergers in Nigeria have become increasingly common as businesses pursue growth, expand into new markets, and respond to changing economic conditions. Between January and July 2024, businesses notified 65 mergers to the Federal Competition and Consumer Protection Commission (FCCPC). The sharp increase reflects a rapidly evolving Nigerian business environment. Nigerian companies continue to acquire international oil company (IOC) assets in the oil and gas sector. Fintech companies are consolidating. Banks are restructuring to meet new Central Bank of Nigeria (CBN) capital requirements. Foreign investors are also choosing acquisitions instead of establishing entirely new businesses.

As deal activity increases, regulatory scrutiny has become much stronger. In April 2026, the FCCPC issued a public warning to companies, legal advisers, and transaction parties. The Commission reminded businesses that they must obtain regulatory approval before implementing qualifying mergers. The warning confirmed that merger regulation is no longer a procedural formality. Businesses must now treat compliance as an essential part of every transaction.

The consequences of ignoring these rules are significant. A qualifying merger completed without FCCPC approval is not merely irregular. Section 96(4) of the Federal Competition and Consumer Protection Act (FCCPA) 2018 declares the transaction void. It has no legal effect. In addition, the parties may face fines of up to 10% of their annual turnover for the financial year preceding the offence.

This practical guide explains everything businesses need to know about mergers in Nigeria. It examines what a merger is, why businesses pursue mergers, how Nigerian law regulates them, how the FCCPC approval process works, and the legal consequences of non-compliance. Whether you are planning a merger, structuring an acquisition, or seeking to understand Nigeria’s merger control regime, this guide provides a practical starting point.

What Is a Merger in Nigeria?

Understanding mergers in Nigeria begins with the legal definition under the FCCPA. The Act states that a merger occurs when one or more undertakings directly or indirectly acquire control over all or part of another undertaking’s business. Businesses may achieve this through the purchase or lease of shares or assets, an amalgamation, a business combination, or a joint venture that results in common control.

Businesses often confuse mergers with acquisitions, takeovers, and joint ventures. Although these transactions share similarities, Nigerian law treats them differently in certain respects.

Merger vs acquisition

A merger combines two businesses into a single economic entity. Depending on the transaction structure, both businesses may cease to exist and form a new entity, or one company may absorb the other completely.

An acquisition is different. One business purchases control of another, but the acquired company may continue operating as a subsidiary or separate business unit. Despite this distinction, many acquisitions qualify as mergers under the FCCPA because they involve a change in control. As a result, they often require FCCPC approval.

Merger vs takeover

A takeover usually occurs when one company acquires another without the full support of the target company’s board or management. By contrast, a merger generally results from negotiations and mutual agreement between both parties.

For regulatory purposes, however, the FCCPC focuses on the outcome rather than the label. If the transaction changes control, the Commission may treat both mergers and takeovers in the same way.

Merger vs joint venture

A joint venture creates a shared entity operated by two or more parties, without either party absorbing the other. However, a joint venture that results in common control over a business and meets the FCCPA’s turnover thresholds qualifies as a merger for notification purposes. The label does not determine the regulatory obligation, the substance does.

A simple illustration: Company A, a Lagos-based payment technology company, and Company B, an Abuja-based digital lending platform, combine their operations, staff, technology infrastructure, and licences into a single entity, Company AB, under common management and ownership. That is a merger. The regulatory question is whether it requires FCCPC notification, which depends on the control and turnover tests examined below.

What Does “Control” Actually Mean in Meargers in Nigeria?

Understanding mergers in Nigeria requires a clear understanding of the concept of control. One of the biggest misconceptions is that a business only gains control when it acquires more than 50% of another company’s shares. Nigerian law does not adopt that approach.

Under the FCCPA, an undertaking controls another undertaking where it:

• beneficially owns more than half of its issued share capital or assets;
• controls the majority of voting rights at a general meeting;
• has the power to appoint or remove most of the company’s directors;
• operates as the holding company of the other undertaking; or
• can materially influence the company’s policies in a manner comparable to practical control.

That last limb is the one businesses most frequently underestimate. A minority stake of 25% or 30%, combined with board appointment rights, veto powers over material decisions, or influence over strategic direction, can constitute control under the FCCPA and trigger mandatory notification. The test is not purely mathematical. It is functional, it asks whether, in practice, the acquiring party can determine how the other business is run.

There is one important exception. Internal corporate restructuring within the same group generally falls outside Nigeria’s merger control regime. Where a holding company simply reorganises its subsidiaries without introducing a new controlling party, the transaction does not amount to a merger under the FCCPA and does not require notification.

Why Businesses Pursue Mergers in Nigeria?

Businesses pursue mergers in Nigeria for many commercial and strategic reasons. The objectives behind a transaction often shape its structure, determine the scope of due diligence, and influence the regulators’ assessment. The most common drivers in the Nigerian market include the following.

1. Growth and market access: Organic growth in Nigeria’s competitive markets takes time and often requires substantial investment. A merger allows a business to acquire an established customer base, distribution network, or geographic footprint that would take years to build independently. This is the primary driver of the current wave of international expansion into Nigerian e-commerce, logistics, manufacturing, and financial services sectors.
2. Market share and competitive positioning: Two competitors combining simultaneously expand market share and eliminate a rival. This is particularly common in horizontal mergers across banking, telecoms, and FMCG and it is precisely why these transactions attract the closest FCCPC scrutiny.
3. Economies of scale and cost efficiency: Combined procurement, shared technology infrastructure, consolidated back-office operations, and unified regulatory compliance programmes reduce per-unit operating costs. For businesses facing margin pressure, the efficiency case for merging can be more compelling than the growth case.
4. Technology and talent acquisition: In Nigeria’s fintech sector in particular, acquiring a business is frequently faster and cheaper than building its capabilities organically. A bank acquiring a payment technology company is often acquiring its engineering team, its proprietary platform, and its regulatory licences simultaneously.
5. Distressed transactions and survival mergers: Financially distressed businesses sometimes merge with stronger organisations to avoid insolvency or liquidation.
   These transactions require extensive due diligence. Buyers should carefully review outstanding liabilities, litigation risks, regulatory compliance records, and existing contractual obligations. Where financial institutions are involved, regulators such as the CBN or AMCON may also participate in the approval process.

Types of Mergers in Nigeria

Different mergers in Nigeria raise different commercial opportunities and competition concerns. The FCCPC’s competitive assessment differs significantly depending on the structural relationship between the merging parties.

1. Horizontal mergers

Horizontal mergers involve businesses that operate in the same industry and at the same stage of production. Examples include two banks, two telecommunications companies, or two logistics providers.

These mergers attract the highest level of regulatory scrutiny because they reduce the number of competitors in the market. During its review, the FCCPC considers factors such as market share, barriers to entry, pricing power, and the potential impact on consumers.

2. Vertical mergers

Vertical mergers combine businesses operating at different stages of the same supply chain. Examples include a manufacturer acquiring its distributor or a retailer acquiring one of its major suppliers. These raise different concerns: foreclosure (whether the merged entity will deny competitors access to the distribution channel or supply source) and input pricing.

3. Conglomerate mergers

Conglomerate mergers combine businesses operating in unrelated industries. For example, a manufacturing company may merge with a hospitality business, or an energy company may acquire a media company. These mergers rarely create significant competition concerns. However, they often present integration, valuation, and management challenges.

4. Market extension mergers

Market extension mergers involve businesses that offer similar products or services in different geographic markets. For instance, a Lagos-based retailer may acquire a Kano-based retailer to expand into Northern Nigeria. Because the businesses previously operated in different locations, these mergers generally raise fewer competition concerns than horizontal mergers.

5. Product extension mergers

Product extension mergers combine businesses that serve similar customers with related products. A bank acquiring an insurance company provides a good example. Although both businesses serve similar customers, they offer different financial products. These transactions are common in Nigeria’s financial services industry and often require engagement with both the FCCPC and the relevant sector regulator.

The Legal Framework Governing Mergers in Nigeria

Businesses involved in mergers in Nigeria must comply with a well-developed legal and regulatory framework. Nigeria’s merger control regime is anchored in two primary statutes, supported by a suite of subsidiary instruments that govern the detail of notification, review, and approval.

• The Federal Competition and Consumer Protection Act (FCCPA) 2018

The Federal Competition and Consumer Protection Act (FCCPA) 2018 forms the foundation of Nigeria’s merger control regime. Part XII (Sections 92–96) contains the principal provisions governing mergers.

The Act defines what constitutes a merger, explains the concept of control, establishes the notification thresholds, outlines the FCCPC review process, and prescribes the penalties for non-compliance. Every merger analysis should begin with the FCCPA.

• The Companies and Allied Matters Act (CAMA) 2020

The Companies and Allied Matters Act (CAMA) 2020 provides the corporate law infrastructure for schemes of arrangement, amalgamations, and the structural mechanics of business combination. Where a merger is implemented through a scheme of arrangement, CAMA’s court-sanctioned process applies alongside the FCCPC notification requirement.

Subsidiary Regulations

The principal subsidiary instruments are the FCCPC Merger Review Regulations 2020, which govern the notification and review process in detail; the Notice of Threshold for Merger Notification 2019, which sets the monetary thresholds that trigger mandatory notification; the FCCPC Merger Review Guidelines, which explain how the Commission assesses competitive impact; and the Guidelines on the Simplified Process for Foreign-to-Foreign Mergers with Nigerian Component, which govern cross-border transactions with a Nigerian element.

No Mandatory Filing Deadline

One structural feature of Nigerian merger law that distinguishes it from some other jurisdictions: there is no mandatory pre-notification deadline. The law does not require notification within a set number of days of signing the deal. What it does require is that FCCPC approval is obtained before implementation. The standstill obligation begins at notification and runs until approval is granted.

Who Regulates Mergers in Nigeria?

Several regulators oversee mergers in Nigeria, depending on the industry involved. Identifying the correct regulator at the beginning of a transaction helps businesses avoid delays, duplicate filings, and unnecessary regulatory risks.

• The FCCPC: Lead Competition Authority

The Federal Competition and Consumer Protection Commission (FCCPC) serves as Nigeria’s lead merger control authority for all sectors of the economy with one exception. It reviews transactions for competitive impact, assesses consumer welfare, and has the power to approve, conditionally approve, or prohibit qualifying mergers. The Commission has become increasingly active in enforcing Nigeria’s merger control regime. 65 merger notifications in the first half of 2024, a Federal High Court affirmation of its authority in telecoms in 2024, and a formal compliance warning issued in April 2026.

• The CBN: Exclusive Jurisdiction Over Financial Services

The Central Bank of Nigeria has exclusive jurisdiction over mergers involving financial institutions. Under Section 65(1) of the Banks and Other Financial Institutions Act (BOFIA) 2020, the CBN has exclusive jurisdiction over mergers in the financial services sector. Banks, microfinance banks, payment service providers, mortgage banks, and other CBN-regulated entities do not notify the FCCPC for merger approval. They go to the CBN, this is not a dual-filing situation, the FCCPC has no role in financial sector mergers.

• The NCC: Concurrent Jurisdiction in Telecoms

Under Section 90 of the Nigerian Communications Act 2003, the NCC has concurrent merger jurisdiction in the telecoms sector alongside the FCCPC. The Federal High Court confirmed in Emeka Nnubia v. Honourable Minister of Industry, Trade and Investment & Others (Suit No. FHC/L/CS/1009/2024) that the FCCPC remains the lead authority, the NCC does not have exclusive jurisdiction. In practice, telecoms transactions require engagement with both regulators, and the FCCPC typically requires an NCC no-objection letter before granting unconditional approval.

• Other Sector Regulators

NAICOM approval is required for insurance sector transactions. The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) is involved in upstream oil and gas deals. The Securities and Exchange Commission (SEC) plays a role where public companies or listed securities are involved. For most non-financial sector transactions, the FCCPC will require a letter of no objection from the relevant sector regulator before granting unconditional approval, meaning parallel regulatory engagement is not optional.

Does Your Transaction Require FCCPC Notification?

This is the most practically important question in any Nigerian merger transaction, and it provides a precise answer. Two cumulative criteria must both be satisfied for notification to be mandatory.

1. The control test: The transaction must result in one or more undertakings coming under common control, as defined above. If the transaction does not result in control—for instance, a passive minority investment with no board rights or policy influence—it falls outside the FCCPA merger regime.
2. The turnover test: Either the combined Nigerian annual turnover of the acquiring and target undertakings in the financial year preceding the merger equals or exceeds ₦1 billion, OR the Nigerian annual turnover of the target undertaking alone equals or exceeds ₦500 million. Turnover is calculated on revenues attributable to or derived from Nigeria. For foreign currency turnover, the CBN’s official exchange rate at the end of the relevant financial year applies.

Where both criteria are met, the transaction constitutes a large merger. Notification is mandatory, and parties cannot implemented the merger until the FCCPC grants approval.

Where the transaction results in control but the turnover thresholds are not met, the transaction constitutes a small merger. Notification is not mandatory, but the FCCPC retains the right to call in the transaction within six months of implementation if the Commission considers that the merger may substantially prevent or lessen competition. Parties to small mergers may also notify voluntarily.

Two scenarios frequently catch businesses by surprise. First, minority acquisitions with control rights: a 30% stake with board appointment rights may cross the control threshold even though it falls below majority ownership. Second, foreign-to-foreign transactions: a merger between two foreign entities, neither of which maintains a physical presence in Nigeria, can still trigger FCCPC notification if one of them possesses Nigerian turnover exceeding the relevant threshold, for instance, through exports to Nigerian customers.

The Merger Approval Process: Step by Step

Step 1: Pre-Transaction Planning and Legal Advice

The time to engage competition counsel occurs before the term sheet is signed, no

t after. Identifying whether notification is required, which regulators are involved, what conditions the transaction is likely to attract, and how the deal should be structured to minimise regulatory risk; these questions proves far cheaper to address at the planning stage than after the transaction documents are signed and a regulatory filing remains pending.

The FCCPC actively encourages pre-notification consultations for complex transactions. These informal discussions with Commission staff can clarify notification requirements, anticipated concerns, and process timelines before the formal clock starts running.

Step 2: Due Diligence

Due diligence in a merger transaction runs across three streams simultaneously. Legal due diligence covers CAC records and corporate history, material contracts and their change-of-control clauses, licences and regulatory approvals, litigation and contingent liabilities, intellectual property ownership, and employment agreements. Financial due diligence covers audited financial statements, off-balance-sheet liabilities, debt profile and covenants, tax position and outstanding assessments, and working capital adequacy. Regulatory due diligence examines the target’s compliance history with sector-specific regulators, outstanding enforcement actions, conditions attached to existing licences, and any matters currently under investigation.

A common due diligence failure in mergers in Nigeria involves underestimating the regulatory dimension, discovering after completion that the target maintained outstanding FCCPC, CBN, or SEC compliance issues that now attach to the combined entity.

Step 3: Transaction Documents

Depending on the deal structure, the primary transaction document will be a Merger Agreement, Share Purchase Agreement, or Asset Purchase Agreement. These documents must clearly define the consideration, the conditions precedent (including regulatory approvals), completion mechanics, representations and warranties, and indemnities. The structure of the transaction document directly affects the FCCPC filing, because the Commission reviews the proposed transaction as documented, rather than as described verbally.

Step 4: Employee Notification

This step remains non-negotiable under the FCCPA and experiences frequent oversight. The merging entities must notify their employees and their trade unions or employee representatives where these exist of the proposed merger before the FCCPC notification is considered complete. Failure to provide this notification gives the FCCPC grounds to treat the merger as void. The notification must reach employees of both the acquiring and target entities.

Step 5: FCCPC Filing

The primary acquiring and target undertakings file the formal merger application, or local counsel acts under a Power of Attorney. Foreign parties must appoint a Nigerian local representative to make the filing. Filing fees are calculated on the basis of the higher of the consideration paid or the combined Nigerian turnover of the merging parties: 0.45% of the first ₦500 million, 0.45% of the next ₦500 million, and 0.35% of any amount above ₦1 billion. The notification will not be treated as satisfactory until parties pay the required fees.

Step 6: Regulatory Review

The FCCPC conducts its review in phases. In Phase 1, the Commission assesses whether the transaction raises any substantial competition concerns. Parties can opt for an expedited procedure by paying an additional ₦5 million fee, under which the Commission targets a 15-business-day decision. Where Phase 1 identifies material concerns, the transaction proceeds to Phase 2, which involves a deeper competitive analysis that examines market definition, post-merger market share, barriers to entry, and likely effects on consumers. The Commission may request additional information from the parties during either phase, which pauses the review clock.

Step 7: Sector Regulator Clearance

For transactions in regulated sectors, parties must obtain the relevant sector regulator’s no-objection or approval must be obtained. In most cases, the FCCPC will require evidence of sector regulator sign-off before it grants unconditional approval. The sequencing of these parallel approvals, whether to file simultaneously with FCCPC and the sector regulator, or to obtain one before the other, represents a tactical question that experienced counsel will advise on based on the specific transaction and regulators involved.

Step 8: Decision and Implementation

The FCCPC’s decision will yield one of three outcomes: unconditional approval; conditional approval, with structural conditions (such as divestiture of overlapping assets) or behavioural conditions (such as supply obligations or pricing commitments); or prohibition. No Nigerian merger has been publicly reported as rejected outright by the FCCPC, but authorities reguraly impose conditions, and the risk of prohibition exists for transactions that substantially lessen competition in a relevant market. Implementation can only proceed after all required approvals from the FCCPC and sector regulators are in hand. The standstill obligation remains absolute until that point.

What the FCCPC Actually Assesses: Competition Analysis

Understanding how the FCCPC evaluates a transaction helps parties structure deals, prepare filings, and anticipate conditions. The Commission’s core question asks whether the merger will substantially prevent or lessen competition in any relevant market in Nigeria.

The analysis begins with market definition, identifying the product market (what products compete with each other) and the geographic market (the territory within which competition occurs). A merger between two Lagos-based distributors of a product that is freely imported from Abuja may face a different competitive analysis than a merger between the only two manufacturers of that product in Nigeria.

The Commission then assesses post-merger market concentration. High concentration post-merger, particularly where the combined entity would possess dominant market share attracts close scrutiny. Factors that weigh in the parties’ favour include: significant competition from imports; low barriers to entry that would allow new competitors to discipline pricing; strong countervailing buyer power; and clear consumer welfare benefits from the transaction, such as lower prices, better quality, or greater innovation.

For horizontal mergers, direct competitive overlap forms the primary concern. For vertical mergers, the Commission examines whether the merged entity could foreclose competitors’ access to a key input or distribution channel. Conditions imposed by the FCCPC have included requirements to continue supplying competitors on existing terms, divestiture of assets that create the competitive overlap, and ring-fencing obligations to prevent information sharing across merged entities.

Labour and Employment Implications

Employment law represents one of the most frequently underweighted dimensions of mergers in Nigeria, and it triggers post-completion surprises that prove commercially painful.

In a share acquisition, the acquiring party steps into the shoes of the target as employer. Existing employment contracts survive in their entirety; including salary obligations, accrued leave, contractual notice periods, and any provisions that remain onerous from the acquiring party’s perspective. Pension liabilities transfer with the business and must undergo full quantified during due diligence.

In an asset acquisition, employees of the target do not automatically transfer to the acquirer. Employment contracts must undergo specific novated, or the company must issue new contracts. Where employees are not transferred, their dismissal by the target triggers severance and redundancy obligations under the Labour Act and the existing employment contracts.

Redundancy is a common operational outcome of post-merger integration, combining functions, eliminating duplicated roles, and consolidating management layers. Severance obligations must be assessed and provisioned before completion, not after. Undisclosed or underestimated employment liabilities stand among the most common sources of post-completion disputes in mergers in Nigeria.

And as noted above, employee notification of the proposed merger before FCCPC filing is not merely good practice. It constitutes a statutory requirement that directly affects the validity of the transaction.

Tax and Stamp Duty Considerations

The tax treatment of a merger transaction in Nigeria depends significantly on how parties structure the deal, and the difference between a share deal and an asset deal can produce materially different tax outcomes for both parties.

Capital Gains Tax (CGT): The disposal of shares or assets in a merger may trigger CGT at a rate of 10% on the gain. In a share deal, CGT applies to the gain on the shares sold. In an asset deal, CGT may apply to individual assets depending on their classification. The allocation of the consideration across assets in an asset deal affects CGT exposure and should be negotiated with tax implications in mind from the outset.

Stamp Duties: Transfer of shares attracts stamp duty in Nigeria. The rate applicable and the documentation required depend on the nature of the shares and the transfer mechanism. Asset transfers attract different duties depending on the asset class, property transfers, for instance, attract separate stamp duty treatment under state land use legislation.

VAT: An asset acquisition may attract VAT on the supply of assets, depending on their nature and whether the transaction qualifies as a going-concern transfer. Where the going-concern exemption applies, VAT may not be chargeable, but the conditions for that exemption must be properly structured and documented.

Pre-merger tax restructuring: Tax counsel should be engaged alongside legal counsel from the earliest stage of transaction planning. Pre-merger restructuring; consolidating liabilities, utilising available loss carry-forwards, or optimising the structure of the post-merger group, proves far more cost-effective before completion than after. Changes to group structure after a completed merger carry their own tax, regulatory, and practical complications.

The Consequences of Proceeding Without Approval

This section exists because the consequences are severe enough to warrant their own clear treatment.

Under Section 96(4) of the FCCPA, a qualifying merger implemented without FCCPC approval is void. It is not voidable, nor is it irregular—it is void. It holds no legal effect from the moment of purported implementation. This means that the shares or assets purportedly transferred have not been transferred. The control purportedly acquired has not been acquired. Any integration steps taken on the basis of the completed transaction remain legally problematic. Third parties who contracted in reliance on the merger may hold claims. And the parties must unwind a deal they have already invested in, on a timeline they do not control.

Under Section 96(7), implementing a qualifying merger without notification constitutes a criminal offence. Upon conviction, the offending entity is liable to a fine of up to 10% of its annual turnover for the year preceding the offence, or such other percentage as the court determines. Both parties to the merger transaction bear this exposure, rather than just the acquirer.

For regulated sector transactions, FCCPC consequences are additional to sector regulator consequences, rather than replacing them. A bank that completes a merger without CBN approval faces CBN enforcement action on top of the statutory voidness of the transaction. A telecoms transaction completed without NCC consent attracts NCC penalties under the Nigerian Communications (Enforcement Processes, etc.) Regulations 2019, carrying fines of ₦10 million and ₦500,000 per day for as long as the contravention continues.

The FCCPC’s April 2026 public warning to all companies, legal advisers, and transaction parties against non-compliance was not issued in a vacuum. The Commission has been building enforcement capacity, and the volume of notified transactions, 65 in the first half of 2024 alone, means the market is watching regulatory decisions closely. The question is no longer whether the FCCPC will enforce, but when and against whom it will act.

Recent Trends in Mergers in Nigeria

Nigeria’s merger landscape in 2024 and 2025 has been shaped by three distinct forces running simultaneously.

Oil and gas divestments: The most significant deal flow has occured in upstream petroleum, as international oil companies; Shell, ExxonMobil, Equinor, and others have divested onshore and shallow-water assets, while Nigerian companies have emerged as the primary acquirers. Seplat Energy, Renaissance Africa Energy, Oando, and ND Western have all been active. These transactions rank among the most complex in mergers in Nigeria, because they require simultaneous NUPRC, FCCPC, CBN (for financing arrangements), and in some cases NMDPR engagement, with significant community and environmental dimensions layered on top.

Fintech and financial services consolidation: The CBN’s minimum capital requirements, raising thresholds for commercial banks with international licences to ₦500 billion, national banks to ₦200 billion, and regional banks to ₦50 billion, have driven merger conversations across the banking sector. In the broader fintech space, payment companies, digital lenders, and embedded finance platforms have been consolidating to achieve the scale needed for regulatory standing, competitive sustainability, and investor returns.

Cross-border and foreign investment: Sixty-five of the 2024 notified mergers included a foreign-to-foreign component with Nigerian nexus, reflecting growing international investor interest in Nigerian market access through acquisition. The FCCPC’s simplified process for foreign-to-foreign mergers and its active engagement with international counterpart regulators signals that this trend will continue.

Frequently Asked Questions

1. What is the difference between a merger and an acquisition in Nigeria? In a merger, two or more businesses combine into a single entity; one absorbs the other, or both form a new combined entity. In an acquisition, one business purchases control of another, which may continue to operate separately. For FCCPC regulatory purposes, many acquisitions qualify as mergers because they involve a change of control, and are subject to the same notification and approval requirements.
2. Does every business combination in Nigeria require FCCPC approval? Only transactions that meet two cumulative criteria require mandatory notification: the transaction must result in common control, and the combined Nigerian turnover of the parties must equal or exceed ₦1 billion, or the target’s Nigerian turnover alone must equal or exceed ₦500 million. Transactions below these thresholds are small mergers and do not require mandatory notification, though the FCCPC may call them in within six months of implementation.
3. Can a foreign company merge with a Nigerian company? Foreign companies may acquire Nigerian businesses subject to FCCPC approval where thresholds are met. Foreign investment is broadly permitted in Nigeria, and a foreign entity can own up to 100% of a Nigerian business, subject to sector-specific restrictions. Foreign-to-foreign mergers with a Nigerian component are also caught by the FCCPA if the Nigerian turnover thresholds are met, and must be notified under the FCCPC’s simplified foreign-to-foreign process.
4. How long does FCCPC merger approval take? For transactions using the expedited procedure (which attracts an additional ₦5 million fee), the FCCPC targets a 15-business-day review from the date the notification is deemed complete. Non-expedited reviews do not feature a published timetable. Where the Commission requests additional information, the review clock pauses. Complex transactions that proceed to Phase 2 take longer. In practice, most straightforward transactions are resolved within four to eight weeks of a complete filing.
5. What happens if a merger is implemented without FCCPC approval? The transaction is void under Section 96(4) of the FCCPA, it has no legal effect. The parties are also exposed to criminal liability under Section 96(7), with fines of up to 10% of annual turnover. In regulated sectors, additional sector regulator penalties apply. The practical consequence is that a completed transaction must be unwound, bringing significant commercial disruption, cost, and potential third-party claims.
6. Can the FCCPC reject a merger completely? The FCCPC possess the power to prohibit mergers that it determines would substantially prevent or lessen competition in a relevant Nigerian market. In practice, no Nigerian merger has been publicly reported as rejected outright to date, but the FCCPC has imposed conditions on a number of transactions. A merger that creates clear market dominance in a concentrated industry, with high barriers to entry and demonstrated consumer harm, faces real prohibition risk.
7. What is the difference between a large merger and a small merger? A large merger is one that meets the mandatory notification thresholds: combined turnover of ₦1 billion or target turnover of ₦500 million. It requires FCCPC notification and approval before implementation. A small merger falls below these thresholds. Notification is not mandatory, but the FCCPC can require notification within six months of implementation. Parties to small mergers can also notify voluntarily.
8. Do I need both FCCPC approval and sector regulator approval? In most regulated sectors (outside financial services), yes. The FCCPC typically requires a no-objection letter from the relevant sector regulator before granting unconditional approval. In financial services, the CBN has exclusive jurisdiction and the FCCPC plays no role. In telecoms, both FCCPC and NCC hold concurrent jurisdiction. In insurance, NAICOM approval is required. In upstream petroleum, the NUPRC is involved. Identifying the full regulatory footprint of a transaction at the outset is essential.

The Bottom Line

Mergers are among the most consequential transactions a Nigerian business will undertake. They can transform market position, unlock new capabilities, and create value that organic growth could not produce in the same timeframe. If poorly structured or improperly executed, they can also expose both parties to regulatory sanctions, void transactions, and commercial disputes that absorb years of management attention and legal expenditure.

The Nigerian regulatory framework for mergers is clear, comprehensive, and actively enforced. The FCCPC possess the powers, the appetite, and increasingly the capacity to hold businesses to account for non-compliance. Sector regulators are engaged and coordinated. The April 2026 compliance warning made the Commission’s posture explicit: proceed without approval at your peril.

The businesses that navigate mergers in Nigeria successfully are the ones that engage experienced legal counsel early, understand the full regulatory footprint of their transaction before term sheets are signed, conduct thorough due diligence across legal, financial, and regulatory dimensions, and approach the process with the discipline and precision that it requires.

Planning a Merger or Acquisition in Nigeria?

Starr Attorneys advises businesses, investors, and transaction parties on the full spectrum of acquisitions and mergers in Nigeria; from deal structuring and regulatory strategy through FCCPC notification, sector regulator engagement, due diligence, and post-completion integration. We have the experience, the regulatory relationships, and the commercial understanding to guide your transaction from first conversation to final approval.

+234 704 545 9409   |   info@starrattorneys.co   |   starrattorneys.co

Every deal is different. Every regulatory environment changes. What does not change is the requirement to understand both before you sign. The cost of getting merger law right is a fraction of the cost of getting it wrong.

Written By: Temitope Owolabi, Esq.
Managing Partner, Starr Attorneys
Temitope.owolabi@starrattorneys.co

Need help safeguarding your business? Book a consultation with Starr Attorneys today. We’ll help you manage risks, stay compliant, and build a business that lasts.

Disclaimer: This article is provided for general information only and does not constitute legal advice. Readers facing specific legal issues should seek professional counsel tailored to their circumstances.

Starr Attorneys  |  Business Law Firm  |  Abuja  |  Lagos  |  Port Harcourt  |  Onitsha  |  Kano  |  starrattorneys.co