NIGERIAN FEDERAL COMPETITION AND CONSUMER PROTECTION COMMISSION PUBLISHES GUIDELINES AND FILING FEES FOR FOREIGN-TO-FOREIGN MERGERS

Monday, November 18, 2019
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On 13 November 2019, the Nigerian Federal Competition and Consumer Protection Commission (FCCPC) published Guidelines on the Simplified Process for Foreign to Foreign Mergers with Nigerian Component (Guidelines).

In essence, the Guidelines constitute a merger notification 'form' specifically for foreign-to-foreign mergers, indicating, among others, the type of information required regarding the merging parties, and mandatory supporting documentation to be provided.

The Guidelines are the first of their kind in Africa providing specific rules for (i) the treatment and notification of foreign-to-foreign mergers and (ii) outlining a simplified procedure for foreign-to-foreign mergers.

The FCCPC undertakes to review foreign-to-foreign mergers under the simplified procedure within 15 business days, subject to the payment of an additional fee of NGN 5 million (approx. USD 13 800).

The filing fees for foreign-to-foreign mergers are as follows:

Threshold

Filing fees

Merger with combined turnover of NGN 1 billion (approx. USD 1.4 million) or more (where turnover refers to domestic turnover of the merging parties)

The higher of:
• NGN 3 million (approx. USD 8 300); or
• 0.1% of the combined turnover

Merger where target undertaking has turnover of between NGN 500 million and NGN 1 billion (i.e. between approx. USD 1.4 million and USD 2.8 million)

NGN 2 million (approx. USD 5 500)

For a foreign-to-foreign merger to be reviewed under the simplified procedure (i.e. within 15 business days)

An additional NGN 5 million (approx. USD 13 800) is payable

The above filing fees must be interpreted in the context of the merger thresholds published in Government Notice 85 of 2019 which, essentially, provide that a merger is notifiable where the parties’ combined annual turnover in Nigeria in the preceding financial year is more than NGN 1 billion (approx. USD 2.8 million), or where the target’s annual turnover in Nigeria in the preceding financial year is more than NGN 500 million (approx. USD 1.4 million).

Some aspects of the calculation of the filing fees are unclear and further clarification is being sought from the FCCPC. Importantly, the above filing fees are only applicable to foreign-to-foreign mergers.