SEC, FCCPC Issue Joint Advisory And Guidance On Mergers,Acquisitions and Other Business Combinations

On January 30th, 2019, President Muhammadu Buhari signed into law the Federal Competition and Consumer Protection Act (FCCPA) 2019.

The FCCPA creates the Federal Competition and Consumer Protection Commission (FCCPC).

A key role of the FCCPC is to review all mergers and other business combinations or arrangements to ensure that such combinations do not distort or impede the markets.

Prior to the enactment of the FCCPA, and transmutation of the Consumer Protection Council (CPC) to the FCCPC, merger reviews, including notifications were handled by the Securities and Exchange Commission (SEC) pursuant to the Investment and Securities Act (ISA).

The FCCPA discontinued the role of SEC in this regard and mandates the FCCPC to set, gazette and publish thresholds applicable to all mergers and combinations, whether small, medium or large. This is without prejudice to the powers of SEC to determine the fairness of transactions involving public companies.

The FCCPC has commenced this process. However, there were notifications pending before SEC at the time of the enactment of the FCCPA. Further, other business combinations requiring notifications continue to occur.

In order to ensure continuing and seamless commercial transactions and market operations, SEC and FCCPC have come to a mutual understanding with respect to these transactions within the transition period, which pursuant to this notice commences immediately, and shall remain in force until otherwise discontinued by further Advisory or Guidance.

During this transition period, starting today, May 3rd, 2019:

All notifications or fillings will be reviewed under existing SEC Regulations, Guidelines and Fees.
Notifications will be filed at FCCPC: 17 Nile Street, Maitama, OR SEC/FCCPC Interim Joint Merger Review Desk at SEC Tower, Plot 271, Samuel Asesujo Ademulegun Street, Central Business District, FCT, Abuja OR SEC/FCCPC Interim Joint Merger Review Desk at SEC Office 3, Idejo Street, Opposite ICON House, Off Adeola Odeku Street, Victoria Island, Lagos.
All applicable fees will be paid to the FCCPC.
SEC and FCCPC will jointly review notifications and FCCPC will convey decisions with respect to the notifications.

Notifications previously received by SEC, but yet to be decided, will be subject to the interim process above and FCCPC will convey the decisions accordingly.

This Advisory/Guidance is issued to provide appropriate directions to the public.

Signed:

Ms. Mary Uduk Babatunde Irukera

Securities and Exchange Federal Competition & Consumer

Commission (SEC) Protection Commission (FCCPC)